[EDCF][STANDARD] Standard Request for Proposals for

영문제목 [EDCF][STANDARD] Standard Request for Proposals for Selection of Consultants -

Quality-Based Selection(QBS) Method

한글제목 [대외경제협력기금][표준] 컨설턴트 선정 표준 제안요청서 - 품질기반 선정 방식

요약정보

대외경제협력기금(Economic Development Cooperation Fund, EDCF)에서 발주하는

품질기반 방식 컨설턴트 선정 사업의 제안요청서 표준 문서(Standard Procurement

Documents)

목차

Section 1. Letter of Invitation

초청장

Section 2. Information to Consultants Data Sheet

컨설턴트 정보 자료양식

Section 3. Technical Proposal - Sample Forms

기술제안서 - 양식예문

Section 4. Financial Proposal - Sample Forms

가격 제안서 - 양식예문

Section 5. Terms of Reference

과업범위 및 조건

Section 6-A. Sample Form of Contract for Consulting Services (Time-Based)

컨설팅용역계약(사업기간 기준) 양식예문

Section 6-B. Sample Form of Contract for Consulting Services (Lump-Sum)

컨설팅용역계약(총액기준) 양식예문

관련정보

[ S T A N D A R D R E Q U E S T F O R P R O P O S A L S

U N D E R T H E E D C F L O A N ]

[EDCF 차관사업의 표준 제안요청서]

Standard Request for

Proposals for Selection

of Consultants –

Quality-Based Selection

Method

[컨설턴트 선정 표준 제안요청서 –

품질기반 선정 방식]

Preface(서문)

This Standard Request for Proposals (SRFP) has been prepared by the

Export-Import Bank of Korea for Project Executing Agencies to use in the

employment of Consultants for loan projects whose legal agreement makes

reference to the Guidelines for the Employment of Consultants under the EDCF

Loan (the Guidelines), dated March 2005. The use of this document is

recommended whenever possible in the selection of Consultants based on the

Quality-Based Selection (QBS) method as described in the Guidelines.

The SRFP includes a sample Letter of Invitation, sample Information to

Consultants, Terms of Reference, and two sample Forms of Contract. The

prefaces of the sample Forms of Contract for time-based assignments and lump-

sum assignments indicate the circumstances in which their use is most

appropriate. Adjustments made to the sample documents to reflect the

conditions specific to the country and consulting services should be consistent

with the Guidelines.

TABLE OF CONTENTS(목차)

Section No. Title of Section

장 제목

Section 1 Letter of Invitation

초청장

Section 2 Information to Consultants Data Sheet

컨설턴트 정보 자료양식

Section 3 Technical Proposal – Sample Forms

기술제안서 – 양식예문

Section 4 Financial Proposal – Sample Forms

가격 제안서 – 양식예문

Section 5 Terms of Reference

과업범위 및 조건

Section 6-A Sample Form of Contract for Consulting Services

(Time-Based)

컨설팅용역계약(사업기간 기준) 양식예문

Section 6-B Sample Form of Contract for Consulting Services

(Lump-Sum)

컨설팅용역계약(총액기준) 양식예문

REQUEST FOR PROPOSALS (RFP)(제안요청서)

Country [insert: name of country]1

Project Name [insert: project name]

Loan Agreement # [insert: loan agreement number]

Title of Consulting Services [insert: title]

1 Information in brackets should be provided. Brackets and footnotes (except those in sample forms) should be deleted in the version sent to Consultants. (Applicable to all sections of the RFP).

Section 1

Letter of Invitation(초청장)

Invitation No.: __________

Loan Agreement No.: ___________

Date: ___________

[insert: Name and Address of Consultant]1

Dear Mr./Ms.:

1. The [insert: Name of Borrower] (hereinafter referred to as the “Borrower”) [select: has

received or has applied for] a loan from the Export-Import Bank of Korea (hereinafter

referred to as the “Bank”) from the resources of the Economic Development Cooperation

Fund (hereinafter referred to as "EDCF") of the Republic of Korea in the amount of [insert:

loan amount] toward the cost of the [insert: Name of the Project] (hereinafter referred to as

the “Project”), and intends to apply a portion of the proceeds of this loan to payments

under the contract for which this invitation to bid is issued.

2. The terms and conditions of the contract and payments by the Bank, therefore, shall be

subject in all respects to the terms and conditions of the Loan Agreement, including the

Guidelines for the Employment of Consultants under the EDCF Loan (the Guidelines).

Except as the Bank may specially otherwise agree, no party other than the Borrower shall

derive any rights from the Loan Agreement or have any claim to the loan proceeds.

3. The [insert: Name of the Project Executing Agency] on behalf of the Borrower now invites

proposals to provide the necessary consulting services for the Project. More details on the

services are provided in the Terms of Reference (Section 5).

4. You are one of [insert the number] Consultants being invited to present a proposal for

consulting services.

[OPTIONAL TEXT. This Request for Proposals (RFP) has been addressed to the following

short-listed Korean Consultants, including your firm. (insert the List of Shortlisted

Consultants)]

You are therefore invited to submit technical and financial proposals for the consulting

1 To be addressed individually to each consulting firm.

services of which details are provided in the Terms of Reference. It is not permissible to

transfer this invitation to any other firm.

5. A firm will be selected under the Quality-Based Selection (QBS) method and procedures

described in this RFP, in accordance with the Guidelines.

6. The RFP includes the following documents:

Section 1 - Letter of Invitation

Section 2 - Information to Consultants (including Data Sheet)

Section 3 - Technical Proposal – Sample Forms

Section 4 - Financial Proposal – Sample Forms

Section 5 - Terms of Reference

Section 6 – Sample Forms of Contract

7. Please inform us in writing or standard electronic means at the following address [insert:

address and point of contact, including telephone, facsimile number and e-mail], upon

receipt:

(a) that you received the Letter of Invitation; and

(b) whether you will submit a proposal alone or in association.

Yours sincerely,

[insert: signature, name, and title of the Employer’s representative]

Section 2

Information to Consultants(컨설턴트 정보사항)

[Note to the Employer: Section 2 shall not be modified. Any necessary changes, acceptable to

the Bank, to address issues or conditions specific to the country or project shall be

introduced only through the Data Sheet (e.g., by adding new reference paragraphs).]

Definitions (a) “Bank” means the Export-Import Bank of Korea which has

been entrusted by the Government of the Republic of Korea

with the operation and management of the Economic

Development Cooperation Fund (hereinafter referred to as

"EDCF").

(b) “Employer” means the agency with which the selected

Consultant signs the Contract for the Services.

(c) “Consultant” means any firm or entity that may provide or

provides the Services to the Employer under the Contract.

(d) “Contract” means the Contract signed by the Parties (the

Employer and the Consultant) and all the attached documents

listed in its Clause 1, namely the General Conditions of

Contract (GCC), the Special Conditions of Contract (SCC),

and the Appendices.

(e) “Data Sheet” means such part of the Information to

Consultants used to reflect specific country and service

conditions.

(f) “Day” means calendar day.

(g) “Government” means the government of the Employer’s

country.

(h) “Information to Consultants” (Section 2 of the RFP) means

the document which provides short-listed Consultants with

all information needed to prepare their Proposals.

(i) “Joint Venture (JV)” means an association with or without a

legal personality distinct from that of its members, of more

than one Consultant where one member has the authority to

conduct all business for and on behalf of any and all the

members of the JV, and where the members of the JV are

jointly and severally liable to the Employer for the

performance of the Contract.

(j) “LOI” (Section 1 of the RFP) means the Letter of Invitation

being sent by the Employer to the short-listed Consultants.

(k) “Personnel” means professionals and support staff provided

by the Consultant or by any Sub-Consultant and assigned to

perform the Services or any part of thereof; “Foreign

Personnel” means such professionals and support staff who

at the time of being so provided had their official residence

outside the Government’s country; and “Local Personnel”

means such professionals and support staff who at the time

of being so provided had their official residence inside the

Government’s country.

(l) “Project” means the project for which the Services are being

provided.

(m) “Proposal” means the Technical Proposal and the Financial

Proposal.

(n) “QBS” means Quality-Based Selection.

(o) “RFP” means the Request for Proposals to be prepared by the

Employer for the selection of a consulting firm.

(p) “Services” means the work to be performed by the Consultant

pursuant to the Contract.

(q) “Sub-Consultant” means any firm or entity with whom the

Consultant subcontracts any part of the Services.

(r) “Terms of Reference (TOR)” means the document included in

the RFP as Section 5 which explains the objectives, scope of

work, activities, tasks to be performed, respective

responsibilities of the Employer and the Consultant, and

expected results and deliverables of the assignment.

1. Introduction 1.1 The Employer named in the Data Sheet will select a consulting

firm/organization (the “Consultant”) from short-listed Consultants

approved by the Bank, in accordance with using the Quality-Based

Selection (QBS) method, specifically adopting the one-stage two-

envelope bidding method of bid submission as further described in

this section.

1.2 The short-listed Consultants are invited to submit a Technical

Proposal and a Financial Proposal for the Services required for the

Project named in the Data Sheet. The Proposal will be the basis

for contract negotiations and ultimately for a signed Contract with

the selected Consultant.

1.3 The Consultants should familiarize themselves with local

conditions and take them into account in preparing their Proposals.

To obtain first-hand information on the Services and local

conditions, the Consultants are encouraged to visit the Employer

before submitting their Proposals and to attend a pre-proposal

conference if one is specified in the Data Sheet. Attending the

pre-proposal conference is optional. The Consultants should

contact the Employer’s representative named in the Data Sheet to

arrange for their visit or to obtain additional information on the

pre-proposal conference. The Consultants should ensure that these

officials are advised of the visit in adequate time to allow them to

make appropriate arrangements.

1.4 The Employer will timely provide at no cost the Consultant the

inputs and facilities specified in the Data Sheet, assist the firm in

obtaining licenses and permits needed to carry out the Services,

and make available relevant project data and reports.

1.5 The Consultants shall bear all costs associated with the

preparation and submission of their proposals and contract

negotiations. The Employer is not bound to accept any proposal,

and reserves the right to annul the selection process at any time

prior to award of the Contract, without thereby incurring any

liability to the Consultants.

Conflict of 1.6 The Bank’s policy requires that Consultants provide professional,

Interest objective and impartial advice and at all times hold the

Employer’s interests paramount, strictly avoid conflicts with other

assignments or their own corporate interests and act without any

consideration for future work.

1.6.1 Without limitation on the generality of the foregoing, Consultants,

and any of their affiliates, shall be considered to have a conflict of

interest and shall not be recruited, under any of the circumstances

set forth below:

Conflicting (a) A firm that has been engaged by the Employer to provide goods,

Activities works or services other than consulting services for a project, and

any of its affiliates, shall be disqualified from providing

consulting services related to those goods, works or services.

Conversely, a firm hired to provide consulting services for the

preparation or implementation of a project, and any of its

affiliates, shall be disqualified from subsequently providing goods

or works or services other than consulting services resulting from

or directly related to the firm’s consulting services for such

preparation or implementation. For the purpose of this paragraph,

services other than consulting services are defined as those

leading to a measurable physical output, for example surveys,

exploratory drilling, aerial photography, and satellite imagery.

Conflicting (b) A Consultant (including its Personnel and Sub-Consultants) or

Assignments any of its affiliates shall not be hired for any assignment that, by

its nature, may be in conflict with another assignment of the

Consultant to be executed for the same or for another Employer.

For example, a Consultant hired to prepare engineering design for

an infrastructure project shall not be engaged to prepare an

independent environmental assessment for the same project, and a

Consultant assisting a Employer in the privatization of public

assets shall not purchase, nor advise purchasers of, such assets.

Similarly, a Consultant hired to prepare Terms of Reference for

an assignment should not be hired for the assignment in question.

Conflicting (c) A Consultant (including its Personnel and Sub-Consultants) that

Relationships has a business or family relationship with a member of the

Employer’s staff who is directly or indirectly involved in any part

of (i) the preparation of the Terms of Reference of the assignment,

(ii) the selection process for such assignment, or (iii) supervision

of the Contract, may not be awarded a Contract, unless the

conflict stemming from this relationship has been resolved in a

manner acceptable to the Bank throughout the selection process

and the execution of the Contract.

1.6.2 Consultants have an obligation to disclose any situation of actual

or potential conflict that impacts their capacity to serve the best

interest of their Employer, or that may reasonably be perceived as

having this effect. Failure to disclose said situations may lead to

the disqualification of the Consultant or the termination of its

Contract.

1.6.3 No agency or current employees of the Employer shall work as

Consultants under their own ministries, departments or agencies.

Recruiting former government employees of the Employer to

work for their former ministries, departments or agencies is

acceptable provided no conflict of interest exists. When the

Consultant nominates any government employee as Personnel in

their technical proposal, such Personnel must have written

certification from their government confirming that they are on

leave without pay from their official position and allowed to work

full-time outside of their previous official position. Such

certification shall be provided to the Employer by the Consultant

as part of his technical proposal.

Unfair 1.7 If a short-listed Consultant could derive a competitive advantage

Advantage from having provided consulting services related to the

assignment in question, the Employer shall make available to all

short-listed Consultants together with this RFP all information

that would in that respect give such Consultant any competitive

advantage over competing Consultants.

Only One 1.8 Shortlisted Consultants may only submit one proposal. If a

Proposal Consultant submits or participates in more than one proposal, such

proposals shall be disqualified. However, this does not limit the

participation of the same Sub-Consultant, including individual

experts, to more than one proposal.

Proposal 1.9 The Data Sheet indicates how long the Consultants’ Proposals

Validity remain valid after the submission date. During this period, the

Consultants shall maintain the availability of Professional staff

nominated in their Proposals. The Employer will make its best

effort to complete negotiations within this period. Should the need

arise, however, the Employer may request the Consultants to

extend the validity period of their proposals. Consultants who do

not agree have the right to refuse to extend the validity of their

Proposals.

Fraud and 1.10 It is the Bank’s policy to require that Borrowers (including

Corruption beneficiaries of the Bank loans), as well as Consultants under the

EDCF-financed contracts, observe the highest standard of ethics

during the selection and execution of such contracts. In pursuance

of this policy, the Bank:

(a) defines, for the purpose of this provision, the terms set forth

below as follows:

(i) “corrupt practice” means the offering, giving, receiving, or

soliciting of, directly or indirectly, any thing of value to

influence the action of a public official in the selection

process or in contract execution;

(ii) “fraudulent practice” means a misrepresentation or omission

of facts in order to influence a selection process or the

execution of a contract;

(b) shall declare a proposal non-responsive if the Consultant fails to

submit the signed original and a copy of the “Anti-Corruption and

Anti-Malpractice Declaration” form to the Bank and the

Employer, respectively, before the proposal submission deadline;

(c) shall reject a proposal for award if it determines that the

Consultant recommended for award has engaged in corrupt or

fraudulent practices in competing for the contract in question; and

(d) shall declare a Consultant ineligible, for a period determined by

the Bank, to be awarded a contract financed by an EDCF loan if it

at any time determines that the Consultant has engaged in corrupt

or fraudulent practices in competing for, or in executing, a

contract financed by an EDCF loan.

2. Clarification 2.1 The Consultants may request a clarification of any of the RFP

and documents up to the number of days indicated in the Data

Amendment of Sheet before the proposal submission date. Any request for

RFP Documents clarification must be sent in writing, or by standard electronic

means, to the Employer’s address indicated in the Data Sheet. The

Employer will respond in writing, or by standard electronic means,

and will send written copies of the response (including an

explanation of the query but without identifying the source of

inquiry) to all the Consultants. Should the Employer deem it

necessary to amend the RFP as a result of a clarification, it shall

do so following the procedure under para. 2.2.

2.2 At any time before the submission of Proposals, the Employer

may amend the RFP by issuing an addendum in writing or by

standard electronic means. The addendum shall be sent to the

Consultants and will be binding on them. The Consultants shall

acknowledge receipt of all amendments. To give the Consultants

reasonable time in which to take an amendment into account in

their Proposals, the Employer may, if the amendment is

substantial, extend the deadline for the submission of Proposals.

3. Requirements 3.1 The Proposals (refer to para. 1.2), as well as all related

for Preparation correspondence exchanged by the Consultants and the Employer,

of Proposals shall be written in English.

3.2 In preparing their Proposals, the Consultants are expected to

examine in detail the documents comprising the RFP. Material

deficiencies in providing the information requested may result in

rejection of a Proposal.

Association 3.3 While preparing the Technical Proposal, the Consultants must

Arrangements give particular attention to the following:

and Joint

Ventures (a) If a short-listed Consultant considers that it may enhance its

expertise for the Services by associating with other Consultants in

a Joint Venture, it may associate with either (i) short-listed

Consultant(s), or (ii) non-short-listed Consultant(s), if so indicated

in the Data Sheet. A short-listed Consultant must first obtain the

approval of the Employer if it wishes to enter into a joint venture

with non-short-listed or short-listed Consultant(s).

In case of Joint Venture (JV) with non-short-listed Consultant(s),

the short-listed Consultant shall act as the association leader. In

case of a JV, all partners shall be jointly and severally liable and

shall indicate who will act as the leader of the JV. In case of

assigning sub-consultancy for some of the Consulting Services,

the short-listed Consultant shall be liable for the entire Consulting

Services.

In the event that the Consultant constitutes a Joint Venture, the

Consultant shall submit (i) a copy of the Joint Venture Agreement

with its Technical Proposal, and (ii) a power of attorney (executed

by all partners) that authorizes the designated lead or managing

Partner of the Joint Venture to act for and in behalf of the Joint

Venture and to legally bind such Joint Venture in any contractual

or similar documentation. Any Joint Venture Agreement and Joint

Venture power of attorney shall be attached to Form Technical-1

of Section 3 and submitted as part of the Technical Proposal of

such Consultant.

A firm declared ineligible by the Bank in accordance with Section

1.9(c) of the Guidelines for the Employment of Consultants under

the EDCF Loan shall be ineligible to bid for a Bank financed

contract during the period of time determined by the Bank.

(b) Alternative professional staff shall not be proposed, and only one

curriculum vitae (CV) may be submitted for each position.

Language 3.4 Proposals to be submitted by the Consultants and all other

correspondence to be exchanged between by the Employer and the

Consultants before signing the Consulting Contract must be in

English. It is desirable that the Consultants’ Personnel have a

working knowledge of the Employer’s national language.

Technical 3.5 The Technical Proposal shall provide the information indicated in

Proposal the following paras from (a) to (g) using the attached Sample

Format and Forms (Section 3). Paragraph (c) indicates the recommended

Content description of the approach, methodology and work plan of the

Technical Proposal.

(a) A brief description of the Consultants’ organization and an outline

of recent experience of the Consultants, and in the case of joint

venture, for each partner, on the Services of a similar nature are

required in Form Technical-2 of Section 3. For each Service, the

outline should indicate the names of Sub-Consultants/Professional

staff who participated, duration of the services, contract amount,

and Consultant’s involvement. Information should be provided

only for those services for which the Consultant was legally

contracted by the Employer as a corporation or as one of the

major firms within a joint venture. Assignments completed by

individual Professional staff working privately or through other

consulting firms cannot be claimed as the experience of the

Consultant, or that of the Consultant’s associates, but can be

claimed by the Professional staff themselves in their CVs. The

Consultants should be prepared to substantiate the claimed

experience if so requested by the Employer.

(b) Comments and suggestions on the Terms of Reference including

workable suggestions that could improve the quality/effectiveness

of the Services; and on the requirements for counterpart staff and

facilities including: administrative support, office space, local

transportation, equipment, data, etc. to be provided by the

Employer (Form Technical-3 of Section 3).

(c) A description of the approach, methodology and work plan for

performing the Services covering the following subjects: technical

approach and methodology, work plan, and organization and

staffing schedule. Guidance on the content of this section of the

Technical Proposal is provided under Form Technical-4 of

Section 3. The work plan should be consistent with the Work

Schedule (Form Technical-8 of Section 3) which will show in the

form of a bar chart the timing proposed for each activity.

(d) The list of the proposed Professional staff team by area of

expertise, the position that would be assigned to each staff team

member, and their tasks (Form Technical-5 of Section 3).

Consultants must be aware that all of the listed Professional staff

shall actually be assigned to the Services upon award of Contract

in accordance with their proposed positions and tasks. Appendix

(B or C, Key Personnel and Sub-Consultants) of the Contract for

Consulting Services shall be in consistence with para. 3.5, though

some minor changes may be allowed through mutual discussions

and agreement between the Employer and the first-ranked

Consultant during contract negotiations.

(e) Estimates of the staff input (staff-months of foreign and local

professionals) needed to carry out the Services (Form Technical-7

of Section 3). The staff-months input should be indicated

separately for home office and field activities, and foreign and

local Professional staff.

(f) CVs of the Professional staff signed by the staff themselves or the

authorized representative of the Professional Staff (Form

Technical-6 of Section 3).

(g) A detailed description of the proposed methodology and staffing

for training, if the Data Sheet specifies training as a specific

component of the Services.

(h) A copy of the original signed form of the “Anti-Corruption and

Anti-Malpractice Declaration” (Form Technical-9 of Section 3).

3.6 The Technical Proposal shall not include any financial

information. A Technical Proposal containing financial

information may be declared non-responsive.

3.7 Financial Proposal

Format 3.7.1 The Financial Proposal shall be prepared using the attached

Sample Forms (Section 4). It shall list all costs associated with the

Services, including (a) remuneration for staff (foreign and local, in

the field and at the Consultants’ home office), and (b) other out-

of-pocket expenses. If appropriate, these costs should be broken

down by activity and, if appropriate, into foreign and local

expenditures. All activities and items described in the Technical

Proposal must be priced separately; activities and items described

in the Technical Proposal but not priced, shall be assumed to be

included in the prices of other activities or items.

Bid Price and 3.7.2 The prices quoted in the Financial Proposal shall be in US Dollars

Currency (US$) and the Contract Price shall be made and paid in Korean

Won, unless specified otherwise in the Data Sheet. The conversion

shall be made at the average of the telegraphic transfer selling

rates of Korean Won against US Dollar as quoted and publicly

displayed by the Bank, during the one month period from the

sixteenth (16th

) day of two calendar months prior to the month

when the first procurement contract for the consulting service is

signed respectively, to the fifteenth (15th

) day of one calendar

month prior thereto.

Taxes 3.7.3 All taxes, duties and levies imposed on the Services in the

Government of the Employer provided by the Consultants for the

implementation of the Services shall be either exempted or borne

by the Employer.

Others 3.8 The Employer may indicate in the Data Sheet the Employer’s

Maximum Budget for the Services. This budget is indicative and

the Proposal shall be based on the Consultant’s own estimates for

the Services.

For time-based contracts, the Minimum time-input of international

Key Experts' is: ___________ person-months. The Minimum

time-input of national Key Experts' is: ___________ person-

months.

4. Preparation, 4.1 The original Proposals (Technical Proposal and Financial

Submission, Proposal) shall contain no overwriting or interlineations, except as

Receipt, and necessary to correct errors made by the Consultants themselves.

Opening of The person who signed the Proposals must initial such corrections.

Proposals Submission letters for both Technical and Financial Proposals

should respectively be in the format of Technical-1 of Section 3,

and Financial-1 of Section 4.

4.2 An authorized representative of the Consultants shall initial all

pages of the original Technical and Financial Proposals. The

authorization shall be sent in the form of a written power of

attorney accompanying the Proposal or in any other form

demonstrating that the representative has been duly authorized to

sign. The signed Technical and Financial Proposals shall be

marked “ORIGINAL.”

4.3 The Technical Proposal shall be marked “ORIGINAL” or “COPY”

as appropriate. The Technical Proposal shall be sent to the address

referred to in para. 4.5 and in the number of copies indicated in

the Data Sheet. All required copies of the Technical Proposal are

to be made from the original. If there are discrepancies between

the original and the copies of the Technical Proposal, the original

prevails.

4.4 The original and all copies of the Technical Proposal shall be

placed in a sealed envelope clearly marked “TECHNICAL

PROPOSAL.” Similarly, the original Financial Proposal shall be

placed in a sealed envelope clearly marked “FINANCIAL

PROPOSAL, with a warning “Do Not Open With the Technical

Proposal.” The envelopes containing the Technical and Financial

Proposals shall be placed in an outer envelope and sealed. This

outer envelope shall bear the submission address, and be clearly

marked “Do Not Open, Except in Presence of the Official

Appointed, Before [insert the time and date of the submission

deadline indicated in the Data Sheet].” The Employer shall not be

responsible for misplacement, losing or premature opening if the

outer envelope is not sealed and/or marked as stipulated. This

aforementioned circumstance may be a case for Proposal rejection.

If the Financial Proposal is not submitted in a separate sealed

envelope duly marked as indicated above, this will constitute

grounds for declaring the Proposal non-responsive.

4.5 The Proposals must be sent to the address indicated in the Data

Sheet and received by the Employer no later than the time and the

date indicated in the Data Sheet, or any extension to this date in

accordance with para. 2.2. Any Proposal received by the Employer

after the deadline for submission shall be returned unopened.

4.6 Consultants (and the Representative and every single member of

the JV in case of a JV) shall submit the original signed form of the

“Anti-Corruption and Anti-Malpractice Declaration” (Form

Technical-9 of Section 3) to the Bank (see the address indicated in

the Data Sheet) by mail or in person at or before the deadline for

proposal submission given under para. 4.5. A copy of the original

signed form shall be submitted to the Employer along with the

Technical Proposal.

Failure to submit the original signed form to the Bank and to

include a copy of the original signed form in the Technical

Proposal will constitute grounds for declaring the Proposal non-

responsive.

4.7 The Employer shall open the Technical Proposals immediately

after the deadline for their submission. The envelopes with the

Financial Proposal shall remain sealed and securely stored.

5. Proposal 5.1 From the time the Proposals are opened to the time the Contract is

Evaluation awarded, the Consultants should not contact the Employer on any

matter related to their Technical and/or Financial Proposals. Any

effort by a Consultant to influence the Employer in the

examination, evaluation, ranking of Proposals, and

recommendation for award of the Contract may result in the

rejection of the Consultant’s Proposal.

Evaluators of Technical Proposals shall have no access to the

Financial Proposals until the technical evaluation is concluded

and the Bank issues its approval.

Evaluation of 5.2 The evaluation committee shall evaluate the Technical Proposals

Technical on the basis of their responsiveness to the Terms of Reference,

Proposals applying the evaluation criteria, sub-criteria, and point system

specified in the Data Sheet.

Rejection of 5.3 Each responsive Proposal will be given a technical score. A

Proposal Proposal shall be rejected at this stage if it does not respond to

important aspects of the RFP, and particularly the Terms of

Reference, or if it fails to achieve the minimum technical score

indicated in the Data Sheet.

Financial 5.4 Following the ranking of Technical Proposals, the first-ranked

Proposals Consultant is invited to negotiate its financial terms and the

Contract in accordance with the instructions given under para. 6.

6. Contract 6.1 After the evaluation of the Technical Proposals has been

Negotiations completed with the approval of the Bank, the Employer shall

invite the first-ranked Consultant to enter into negotiations on the

conditions (including technical and financial terms) of the

Contract at the date and address to be determined and informed by

the Employer. The invited Consultant will, as a pre-requisite for

attendance at the negotiations, confirm availability of all

Professional staff. Failure in satisfying such requirements may

result in the Employer proceeding to negotiate with the next-

ranked Consultant. Representatives conducting negotiations on

behalf of the Consultant must have written authority to negotiate

and conclude a Contract.

Technical 6.2 Negotiations will include a discussion of the Technical Proposal,

Negotiations the proposed technical approach and methodology, work plan,

and organization and staffing, and any suggestions made by the

Consultant to improve the Terms of Reference.

The Employer and the Consultants will finalize the Terms of

Reference, staffing schedule, work schedule, logistics, and

reporting. These documents will then be incorporated in the

Contract as “Description of Services”. Special attention will be

paid to clearly defining the inputs and facilities required from the

Employer to ensure satisfactory implementation of the assignment.

The Employer shall prepare minutes of negotiations which will be

signed by the Employer and the Consultant.

Financial 6.3 The financial negotiations will include a detailed review of all the

Negotiations Consultant’s proposed costs including a review of all

documentation provided by the Consultant in support of proposed

costs. In particular, the Consultants shall provide full details of

the remuneration of all nominated Professional staff, as described

in the Appendix attached to Section 4 – Financial Proposal –

Sample Forms of this RFP.

6.4 If the two Parties are unable to reach an agreement on the

Contract within a reasonable time, the Employer shall terminate

the negotiations with the first-ranked Consultant, with the

concurrence of the Bank, and invite the Consultant who ranked

second in the evaluation to enter into negotiations. This procedure

will be followed until the Employer reaches an agreement with a

Consultant.

Conclusion 6.5 Negotiations will conclude with a finalization of the draft Contract.

of the To complete negotiations the Employer and the Consultant will

Negotiations initial the agreed Contract.

7. Award of 7.1 After completing negotiations the Employer shall award the

Contract Contract to the selected Consultant and enter into the execution of

the Contract.

Commencement 7.2 The Consultant is expected to commence the Services on the date

of Services and at the location specified in the Data Sheet.

8. Informing 8.1 Promptly after the completion of negotiations with the selected

Unsuccessful Consultant, the Employer shall notify the other Consultants on the

Consultants list that they have been unsuccessful. The Financial Proposals of

the unsuccessful Consultants shall be returned unopened.

9. Debriefing 9.1 In the notification referred to in para. 8, the Employer shall inform

the short-listed Consultants that any Consultants, who wishes to

ascertain the grounds on which its Proposal was not selected, shall

request an explanation from the Employer. The Employer shall

promptly provide the explanation as to why such Proposals were

not selected, either in writing and/or in a debriefing meeting, at the

discretion of the Consultant. The requesting Consultant should

bear all the costs of attending such a debriefing meeting.

10. Confidentiality 10.1 The process of Proposal evaluation shall be confidential until the

announcement of the Award of Contract. Confidentiality enables

the Employer and the Bank to avoid either the reality or perception

of improper interference. The undue use by any Consultant of

confidential information related to the process may result in the

rejection of its Proposal and may be subject to the provisions of

the Bank’s anti-fraud and anti-corruption policy.

Section 2.

Information to Consultants Data Sheet(컨설턴트 정보자료 양식)

[Comments in brackets [ ] provide guidance for the preparation of the Data Sheet; they

should not appear on the final RFP to be delivered to the short-listed Consultants.]

Paragraph

Reference

Amendments of, and Supplements to, Clauses in the Information to

Consultants.

1.1 Name of the Employer: _________________________________________

1.2 Name of the Project: ___________________________________________

1.3 A pre-proposal conference will be held: Yes ____ No ____ [If yes, indicate

date, time, and venue.] __________________________________________

The Employer’s representative is: _________________________________

Address: _____________________________________________________

Telephone: ____________________ Facsimile: ______________________

E-mail: ______________________________________________________

1.4 The Employer will provide the following inputs and facilities:

_____________________________________________________________

_____________________________________________________________

_____________________________________________________________

1.9 Proposals must remain valid for __________ [insert number: normally

between 60 and 90] days after the bid submission date, i.e., until:

___________ [insert date]

2.1 Clarifications may be requested not later than ______ [insert number] days

before the submission date.

The address for requesting clarifications is: _________________________

_____________________________________________________________

Facsimile: _____________________ E-mail: ________________________

3.3(a) Short-listed Consultants may associate with other short-listed Consultants:

Yes_____ No _____

Short-listed Consultants may associate with other non-short-listed

Consultants:

Yes_____ No _____

3.5 (g) Training is a specific component of the Services: Yes ____ No ____ [If yes,

provide appropriate information.] _________________________________

3.7.2 [Apply the following sentence(s) if the prices quoted in the Financial

Proposal shall be in a currency other than US Dollars and/or the Contract

Price shall be made and paid in a currency other than Korean Won, in

accordance with the provisions of the Loan Agreement. Otherwise, insert:

Not Applicable.]

The prices quoted in the Financial Proposals shall be in [insert currency].

The Contract Price shall be made and paid in [insert currencies].

3.8.1 The Maximum Budget for the Services: $_________.

4.3 The Consultants must submit the original and ____ [insert number] copies

of the Technical Proposal, and the original of the Financial Proposal.

4.5 The Proposal submission address is: _______________________________

_____________________________________________________________

Proposals must be submitted no later than the following date and time:

_____________________________________________________________

4.6 Address for the Bank:

38 Eunhaengno (16-1 Yeouido-dong)

Yeongdeungpo-gu, Seoul, Korea 150-996

TEL: 82-2-3779-xxxx

FAX: 82-2-3779-xxxx

E-Mail: [email protected]

Attention:

5.2 Criteria, sub-criteria, and point system for the evaluation of the Technical

Proposals are:

[The points or weight factors may be adjusted for specific circumstances.

The actual distribution should depend on the type of the Services and the

relative importance of each criterion for the success of the Services. In case

an optional criterion (iv) is not needed for the evaluation, it can be

deleted.]

mailto:[email protected]

(i) Experience of the Consultant (consulting firm)

a) Experience in similar projects [insert points]

b) Experience in similar areas and conditions [insert points]

Total points for criterion (i): [10 – 25]

(ii) Adequacy of the proposed methodology and work plan

in responding to the Terms of Reference:

a) Technical approach and methodology [insert points]

b) Work plan [insert points]

c) Organization and staffing [insert points]

Total points for criterion (ii): [25 – 50]

(iii) Key professional staff’s qualifications and competence for the Services

a) Project Manager [insert points]

b) [insert position or discipline as appropriate] [insert points]

c) [insert position or discipline as appropriate] [insert points]

d) [insert position or discipline as appropriate] [insert points]

e) [insert position or discipline as appropriate] [insert points]

Total points for criterion (iii): [30 - 60]

The number of points to be assigned to each of the above positions or disciplines

shall be determined considering the following three sub-criteria and relevant

percentage weights:

1) General qualifications [insert weight between 20 and 30%]

2) Suitability for the Services [insert weight between 50 and 60%]

3) Experience in region and language [insert weight between 10 and 20%]

Total weight: 100%

(iv) Adequacy of the transfer of knowledge (training) program:

[Apply only when applicable. Normally not to exceed 10 points. When the transfer of

knowledge is a particularly important component of the Services, more than 10

points may be allowed, subject to the Bank’s prior approval; the following sub-

criteria may be provided.]

a) Relevance of the training program [insert points]

b) Training approach and methodology [insert points]

c) Qualifications of experts and trainers [insert points]

Total points for criterion (vi): [0 – 10]

If more than one Consultant achieves the same highest total point, the Employer then has

the right to recommend to the Bank a Consultant that ranks first in the total points of

criterion [select (ii) or (iii)].

[For the purpose of transparency, consistency, and fairness in the

procedures of the employment of Consultants, the Bank recommends

disclosure of the detailed evaluation criteria including all weight factors,

definition of each grade and the rating system (in addition to the sample

criteria above).]

5.3 The minimum technical score required to pass is: ________ [insert number

of points] points.

The Technical Proposal shall meet the following minimum requirements:

(1) Submission of the Technical Proposal and the Financial Proposal within due time at

the designated location;

(2) Submission of a sufficient number of sets (proposals);

(3) Submission of eligible JV Agreement in case of a JV;

(4) Proper Power of Attorney and eligible signatures present on the Technical Proposal;

(5) One Consultant shall participate in only one proposal as the Prime Consultant or a

Member of JV;

(6) Technical Proposal shall not include any Financial information;

(7) The validity period of the proposal shall meet the requirement in the RFP; and

(8) Submission of Form of “Anti-Corruption and Anti-Malpractice Declaration” by the

Consultant or by every single member of the JV in case of a JV

7.2 Expected date for commencement of consulting services

[Insert date] at:

[Insert location]

Section 3

Technical Proposal – Sample Forms(기술제안서 양식예문)

[Comments in brackets [ ] provide guidance to the short-listed Consultants for the

preparation of their Technical Proposals; they should not appear on the Technical Proposals

to be submitted.]

Refer to Paragraph 3.5 of Section 2 of the RFP for Sample Forms required and number of

pages recommended.

Technical - 1 Technical Proposal Submission Form

(기술제안서 제출양식)

Technical - 2 Consultant’s Organization and Experience

(컨설턴트 조직 및 경험분야)

A. Consultant’s Organization

(컨설턴트 조직)

B. Consultant’s Experience

(컨설턴트 경험분야)

Technical - 3 Comments or Suggestion on the Terms of Reference and on

Counterpart Staff and Facilities to be Provided by the Employer

(과업범위 및 조건(TOR)과 발주자의 제공 시설 및 담당직

원에 관한 제안 또는 의견)

A. On the Terms of Reference

(과업범위 및 조건에 관하여)

B. On the Counterpart Staff and Facilities

(담당직원 및 시설에 관하여)

Technical - 4 Description of the Approach, Methodology and Work Plan for

Performing the Services

(용역이행에 관한 과업수행계획, 방법 및 접근방식에 관한

설명)

Technical - 5 Composition of the Team and Task(s) of each Team Member

(팀 구성 및 각 팀원의 과업)

Technical - 6 Curriculum Vitae (CV) for Proposed Professional Staff

(제안 전문가에 관한 상세 이력서(CV))

Technical - 7 Time Schedule for Professional Staff

(전문가의 과업일정계획)

Technical - 8 Work Schedule

(용역과업수행 주요공정계획)

Technical - 9 Anti-Corruption and Anti-Malpractice Declaration

(부패 및 문제유발행위 불개입 확약서)

Form Technical-1: Technical Proposal Submission Form

(기술제안서 제출양식)

To: [insert Name and address of the Employer]

Dear Sirs,

We, the undersigned, offer to submit our Proposal for providing the Consulting

Services for the [insert Title of the Project] in accordance with your Request for Proposals

dated [insert Date]. We are hereby submitting our Proposal, which includes this Technical

Proposal, and a Financial Proposal sealed under a separate envelope.

We are submitting our Proposal in association with: [Insert a list with full name and

address of each associated Consultant]1

We hereby declare that all the information and statements made in this Proposal are

true and accept that any misinterpretation contained in it may lead to our disqualification.

If negotiations are held during the period of validity of the Proposal, i.e., before the

date indicated in Paragraph Reference 1.9 of the Data Sheet, we undertake to negotiate on the

basis of the proposed staff. Our Proposal is binding upon us and subject to the modifications

resulting from Contract negotiations.

We undertake, if our Proposal is accepted, to initiate the Services related to the Project

not later than the date to be determined by the Employer.

We understand that you are not bound to accept any Proposal you receive.

We remain,

Yours sincerely,

Authorized Signature [in full and initials]: __________________________

Name and Title of Signatory: ____________________________________

Name of Firm: ________________________________________________

Address: _____________________________________________________

1 [Delete in case no association is foreseen]

Form Technical-2: Consultant’s Organization and Experience

(컨설턴트 조직 및 경험분야)

A – Consultant’s Organization(컨설턴트 조직)

[Provide here a brief (not more than three pages) description of the background and

organization of your firm/entity and each associate if any, for performing the Services.]

B – Consultant’s Experience(컨설턴트 경험분야)

1. List only previous similar assignments successfully completed in the last [.....] years.

2. List only those assignments for which the Consultant was legally contracted by the

Client as a company or was one of the joint venture partners. Assignments completed

by the Consultant’s individual experts working privately or through other consulting

firms cannot be claimed as the relevant experience of the Consultant, or that of the

Consultant’s partners or sub-consultants, but can be claimed by the Experts

themselves in their CVs. The Consultant should be prepared to substantiate the

claimed experience by presenting copies of relevant documents and references if so

requested by the Client.

Duration

Assignment name/&

brief description of

main

deliverables/outputs

Name of Client

& Country of

Assignment

Approx.

Contract value

(in US$)/

Amount paid

to your firm

Role on the

Assignment

{e.g.,

Jan.2009–

Apr.2010}

{e.g., “Improvement

quality of...............”:

designed master plan for

rationalization

of ........; }

{e.g., Ministry

of ......,

country}

{e.g., US$1

mill/US$0.5

mill}

{e.g., Lead

partner in a JV

A&B&C}

{e.g., Jan-

May

2008}

{e.g., “Support to sub-

national

government.....” :

drafted secondary level

regulations on..............}

{e.g.,

municipality

of.........,

country}

{e.g., US$0.2

mil/US$0.2

mil}

{e.g., sole

Consultant}

Form Technical-3: Comments and Suggestions on the Terms of Reference

and Counterpart Staff and Facilities to be Provided by the Employer

(과업범위 및 조건(TOR)과 발주자의 제공 시설 및 담당직원에 관한

제안 또는 의견)

A – On the Terms of Reference(과업범위 및 조건에 관하여)

[Present and justify here any modifications or improvement to the Terms of Reference you

are proposing to improve performance in carrying out the Services (such as deleting some

activity you consider unnecessary, or adding another, or proposing a different phasing of the

activities). Such suggestions should be concise and to the point, and incorporated in your

Proposal.]

B – On Counterpart Staff and Facilities(담당직원 및 시설에 관하여)

[Comment here on counterpart staff and facilities to be provided by the Employer according

to Paragraph Reference 1.4 of the Data Sheet.]

Form Technical-4: Description of Approach, Methodology and Work Plan

for Performing the Services

(용역이행에 관한 과업수행계획, 방법 및 접근방식에 관한 설명)

[Technical approach, methodology and work plan are key components of the Technical

Proposal. You are suggested to present your Technical Proposal (a maximum of 50 pages,

inclusive of charts and diagrams) divided into the following three chapters:

a) Technical Approach and Methodology,

b) Work Plan, and

c) Organization and Staffing,

a) Technical Approach and Methodology. In this section, you should explain your

understanding of the objectives of the Services, approach to the Services, methodology for

carrying out the activities and obtaining the expected output, and the degree of detail of

such output. You should highlight the problems being addressed and their importance, and

explain the technical approach you would adopt to deal with them. You should explain the

methodologies you propose to adopt and highlight the compatibility of those

methodologies with the proposed approach.

b) Work Plan. In this chapter, you should propose the major activities of the Services, their

content and duration, phasing and interrelations, target schedules (including interim

approvals by the Employer), and delivery dates of the reports. The proposed work plan

should be consistent with the technical approach and methodology, showing

understanding of the TOR and ability to translate them into a feasible working plan. A list

of the final documents, including reports, drawings, and tables to be delivered as final

output, should be included here. The work plan should be consistent with the Work

Schedule in Form Technical-8.

c) Organization and Staffing. In this chapter, you should propose the structure and

composition of your team. You should list the main professional positions of the Services,

the key expert responsible, and proposed technical and support staff.]

Form Technical-5: Composition of the Team, and Task(s) of each Team

Member(팀 구성 및 각 팀원의 과업)

Name of Staff Firm Position Task

Form Technical-6: Curriculum Vitae (CV) for Proposed Professional Staff

(제안 전문가에 관한 상세 이력서(CV)

1. Proposed Position [only one candidate shall be nominated for each position]: _______________________

2. Name of Firm [insert name of firm proposing the staff]: _________________________________________

3. Name of Staff [insert full name]: ___________________________________________________________

4. Date of Birth: ___________________________ Nationality: ____________________________________

5. Education [Summarize college/university and other specialized education of staff member, giving names of

institutions, degrees obtained, and dates of obtainment]: __________________________________________

__________________________________________________________________________________________

6. Qualified Certificates [List any Qualified Certificates held.]: ______________________________________

7. Countries of Work Experience [List countries where staff has worked in the last ten years]:

_________________________________________________________________________________________

8. Languages [For each language indicate proficiency: good, fair, or poor in speaking, reading, and writing]:

________________________________________________________________________________________

________________________________________________________________________________________

9. Employment Record [Starting with the present position, list in reverse order every employment held by staff

members since graduation, giving for each employment (see format here below): dates of employment, name of

employing organization, positions held.]

From [Year]: ____________ To [Year]: ___________

Employer: ___________________________________

Position held: ________________________________

10. Detailed Tasks Assigned [List all tasks to be performed under this assignment]

11. Work Undertaken that Best Illustrates Capability to Handle the Tasks Assigned

[Among the Services in which the staff has been involved, indicate the following information for those Services

that best illustrate staff capability to handle the tasks listed under point 10.]

Name of Service or Project: ___________________________________________________________________

Year: _____________________________________________________________________________________

Location: __________________________________________________________________________________

Employer:_____________________________________________________________ ____________________

Main project features: ________________________________________________________________________

Position held: ______________________________________________________________________________

Activities performed: ________________________________________________________________________

12. Certification

I, the undersigned, certify that to the best of my knowledge and belief, these data correctly describe myself, my

qualifications and my experience. I understand that any willful misstatement described herein may lead to my

disqualification or dismissal, if engaged.

________________________________________________________ Date: ___________________________

[Signature of staff member or authorized representative of the firm]1 Day/Month/Year

Full name of authorized representative: __________________________________________________________

1 This CV can be signed by a senior representative of the Consultant provided that if the Consultant’s proposal is ranked first, a copy of the CV signed by the staff member and/or specialist shall be submitted to the Employer prior to the commencement of contract negotiations.

Form Technical-7: Time Schedule for Professional Staff1(전문가의 과업일정계획)

No. Name Staff input (in the form of a bar chart)

2 Total man-month input

1 2 3 4 5 6 7 8 9 10 11 12 n Home Field3 Total

Foreign

1 [Home]

[Field]

2

n

Subtotal

Local

1 [Home]

[Field]

n

Subtotal

Total

1 For Professional Staff the input should be indicated individually; for Support Staff it should be indicated by category (e.g., draftsmen, clerical person, etc.).

2 Months are counted from the start of the assignment. For each expert indicate separately the input for home and field work.

3 Field work means work carried out at a place other than the Consultant’s home office.

Full-time input should be indicated by ; Part-time input should be indicated by =====.

Form Technical-8: Work Schedule(용역과업수행 주요공정계획)

No. Activity (Work)1

Months from the Start of the Services2

1 2 3 4 5 6 7 8 9 10 11 12 n

1

2

3

4

5

n

1 Indicate all main activities of the Services, including delivery of reports (e.g., inception, interim progress

reports, and final reports), and other benchmarks such as approvals by the Employer. For phased

assignments indicate activities, delivery of reports, and benchmarks separately for each phase. 2 Duration of activities shall be indicated in the form of a bar chart.

Form Technical-9: Anti Corruption and Anti-Malpractice Declaration

(부패 및 문제유발행위 불개입 확약서)

* 본 확약서의 영문 내용은 공식 번역문이 아니며, 불일치가 있는 경우 한글이 우선합니다.

The English text in this declaration is not an official translation. In case of discrepancy, the

Korean one shall prevail.

부패 및 문제유발 행위 불개입 확약서

Anti-Corruption and Anti-Malpractice Declaration

한국수출입은행 귀중

To The Export-Import Bank of Korea (the “Bank”)

사 업 명 :

Name of the Project (the “Project”):

당사는 표제의 대외경제협력기금(EDCF)(이하 “기금”이라 한다) 지원사업 참여와 관련하여

다음 사항을 확약합니다.

We hereby confirm the following with regard to participation in the Project stated above financed by

the Economic Development Cooperation Fund (EDCF):

- 다 음 -

1. 당사는 ｢국제상거래에 있어서 외국공무원에 대한 뇌물방지법｣의 내용을 충분히 숙지하고

이를 정히 준수하며, 표제 사업과 관련하여 동 법에 규정된 외국공무원 등에 대한 뇌물제공

등 부패행위 또는 사실왜곡 등 사기행위에 관여한 사실이 없으며, 앞으로도 이러한 행위에

관련되지 않겠음.

1. We undertake full understanding and compliance with the "Act on Preventing Bribery of Foreign

Public Officials in International Business Transactions," and declare that neither we nor any other

party acting on our behalf with regard to the Project has engaged or will engage in corrupt or

fraudulent practices.

2. 당사는 표제 사업의 구매 등과 관련하여 뇌물제공 등 부패행위 또는 사실왜곡 등

사기행위가 확인되는 경우 귀행이 다음 사항 중 필요한 조치를 취하더라도 이의를 제기하지

않겠음.

2. If the Bank determines that we have engaged in corrupt or fraudulent practices with regard to

the Project, we will not raise any objections to the following actions taken by the Bank:

가. 당사의 사업참여와 관련된 제반 사항에 대한 귀행의 승인 거부

2-1. Refusal of approval or no-objection with regard to our participation in the Project;

나. 확인일로부터 3 년 이하의 기간 동안 기금지원 신규사업 참여 제한 및 관련내용의

한국수출입은행 홈페이지 게시

2-2. Declaration of our ineligibility for not more than 3 years to be awarded a contract financed by

EDCF loans, and disclosure of our ineligibility on the Bank’s official website; and

다. 뇌물제공행위사실이 확인되는 경우 사법기관 앞 통지

2-3. Disclosure to law enforcement authorities of our verified acts of bribery.

3. 당사는 표제 사업과 관련하여 부실설계·시공 등 대외경제협력기금 운용관리규정

제 7 조의 6(문제 유발자에 대한 제재)의 제재사유(붙임)에 해당하는 경우에는 3 년 이하의

기간 동안 기금지원 신규사업 참여를 금지하더라도 이의를 제기하지 않겠음.

3. We will not raise any objections to the Bank’s declaration that we are ineligible for not more

than 3 years to be awarded a contract financed by EDCF loans if we fall under the Ineligibility

Criteria on Malpractice (attached hereto) of the Article 7-6 of the Regulations on EDCF Operation

and Management, for defective design and/or construction with regard to the Project.

년 월 일

Date/Month/Year

회사명 :

Name of the Company:

대표자 : (인)

Name of the Company Representative:

* 붙임 : 문제 유발자에 대한 제재사유 (대외경제협력기금 운용관리규정 제 7 조의 6)

Attached: Ineligibility Criteria on Malpractice under Article 7-6 of the Regulations on EDCF Operation and

Management

(붙임)

(Attachment)

문제 유발자에 대한 제재사유

(대외경제협력기금 운용관리규정 제 7 조의 6)

Ineligibility Criteria on Malpractice

(Article 7-6 of the Regulations on EDCF Operation and Management)

1. 개도국정부등이 기자재 또는 용역의 하자 등에 관하여 대한민국정부에 서면으로 이의를

제기하고 그 사유가 타당하다고 인정되는 경우 1. Where the borrower raises an issue in writing on the defect of goods and services provided by

the company in question, and the Bank determines it reasonable; and

2. ｢국가를 당사자로 하는 계약에 관한 법률 시행령｣ 제 76 조 제 1 항 제 1 호, 제 2 호,

제 4 호 내지 제 15 호, 제 17 호의 사유에 해당하는 경우

2. Where the company in question falls under Article 76 (1)-1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14,

15, and 17 of the Enforcement Decree of the Act on Contracts to Which the State Is a Party.

<참고> ｢국가를 당사자로 하는 계약에 관한 법률 시행령｣ 제 76 조 제 1 항

Reference: Article 76 (1) of the Enforcement Decree of the Act on Contracts to Which the State Is

a Party

1. 계약을 이행함에 있어서 부실·조잡 또는 부당하게 하거나 부정한 행위를 한 자 1. A person who has, in the execution of contractual obligations, performed deficiently, crudely or

unreasonably, or committed a malpractice;

2. ｢건설산업기본법｣·｢전기공사업법｣·｢정보통신공사업법｣ 기타 다른 법령에 의한

하도급의 제한규정에 위반(하도급통지의무위반의 경우를 제외한다)하여 하도급한 자 및

발주관서의 승인없이 하도급을 하거나 발주관서의 승인을 얻은 하도급조건을 변경한 자

2. A person who has concluded a subcontract, in violation of the provisions concerning the

limitation of the subcontract (excluding the case of violating the liability for notification of the

subcontract) under the Framework Act on the Construction Industry, the Electrical Construction

Business Act, the Information and Communication Work Business Act, or other Acts and

subordinate statutes, and a person who has concluded a subcontract without the approval of the

government agency which has placed the order or has changed the conditions of the subcontract

approved by the said government agency;

4. 조사설계용역계약 또는 원가계산용역계약에 있어서 고의 또는 중대한 과실로

조사설계금액이나 원가계산금액을 적정하게 산정하지 아니한 자

4. A person who has, in the contract of survey and design services or of cost accounting

services, failed to appropriately calculate the amount of survey and design or cost accounting by

either intention or gross negligence;

4 의 2. ｢건설기술관리법｣ 제 2 조에 따른 타당성조사용역계약에 있어서 고의 또는 중대한

과실로 수요예측 등 타당성조사를 부실하게 수행하여 발주기관에 손해를 끼친 자

4-2. A person who has, in a service contract for a feasibility study under Article 2 of the

Construction Technology Management Act, inflicted damage on the ordering agency by

improperly carrying out feasibility studies such as demand forecast by either intention or gross

negligence;

5. 계약의 이행에 있어서 안전대책을 소홀히 하여 공중에게 위해를 가한 자 또는

사업장에서 ｢산업안전보건법｣에 의한 안전·보건조치를 소홀히 하여 근로자등에게 사망등

중대한 위해를 가한 자

5. A person who has inflicted injury on the general public by neglecting safety measures while

fulfilling any contract or a person who has inflicted a serious injury, including death, on

employees, etc. through the neglect of safety and health measures of the Industrial Safety and

Health Act at the workplace;

6. 정당한 이유없이 계약을 체결 또는 이행(제 19 조에 따른 부대입찰에 관한 사항,

제 42 조 제 5 항에 따른 계약이행능력심사를 위하여 제출한 하도급관리계획, 외주근로자

근로조건 이행계획에 관한 사항과 제 72 조 및 제 72 조의 2 에 따른 공동계약에 관한

사항의 이행을 포함한다)하지 아니한 자

6. A person who has, without any just cause, failed to conclude or perform a contract (including

the performance of matters concerning an incidental tender under Article 19, matters concerning

the subcontract management plan and the performance plan for outsourcing workers' working

conditions submitted for the review of the contract performance capability under Article 42 (5)

and matters concerning a joint contract under Articles 72 and 72-2);

7. 경쟁입찰에 있어서 입찰자간에 서로 상의하여 미리 입찰가격을 협정하였거나 특정인의

낙찰을 위하여 담합한 자

7. A person who has agreed upon the bidding price in advance by having discussed it between

bidders or has colluded for the purpose of successful tender by a specific person in the

competitive tender;

8. 입찰 또는 계약에 관한 서류(제 39 조의 규정에 의하여 지정정보처리장치에 의하여

입찰서를 제출하는 경우의 ｢전자서명법｣ 제 2 조 제 8 호의 규정에 의한 공인인증서를

포함한다)를 위조·변조하거나 부정하게 행사한 자 또는 허위서류를 제출한 자

8. A person who has forged or altered documents concerning tender or contract (including any

written public certification provided for in subparagraph 8 of Article 2 of the Digital Signature Act

in the case where the documents for the tender are submitted in use of the designated

information processing unit) or used them unjustly, or a person who has produced a false

document;

9. 고의로 무효의 입찰을 한 자

9. A person who has executed an invalid tender by intent;

10. 입찰·낙찰 또는 계약의 체결·이행과 관련하여 관계공무원(법 제 29 조 제 1 항에 따른

국제계약분쟁조정위원회, 이 영 제 42 조 제 7 항에 따른 입찰금액적정성심사위원회,

제 43 조 제 8 항에 따른 제안서평가위원회, 제 94 조 제 1 항에 따른 계약심의위원회,

건설기술관리법에 의한 중앙건설기술심의위원회·특별건설기술심의위원회 및 설계자문

위원회의 위원을 포함한다)에게 뇌물을 준 자

10. A person who has, in relation to a bid, successful bid, or conclusion of a contract and

execution thereof, offered a bribe to a relevant public official (including members of the

International Contract Dispute Conciliation Committee under Article 29 (1) of the Act, the

Committee for Examining the Adequacy of Tender Prices under Article 42 (7) of this Decree, the

Committee for Evaluating Written Proposals under Article 43 (8) of this Decree, the Contract

Council under Article 94 (1) of this Decree, the Central Construction Technology Deliberation

Committee, the Special Construction Technology Deliberation Committee, and the Design

Advisory Committee under the Construction Technology Management Act);

11. 입찰참가신청서 또는 입찰참가승낙서를 제출하고도 정당한 이유없이 당해 회계연도

중 3 회 이상 입찰(제 39 조 제 2 항에 따라 지정정보처리장치에 의하여 입찰서를 제출하게

한 입찰을 제외한다)에 참가하지 아니한 자

11. A person who has failed to participate in the bidding (excluding any bidding for which a

written bidding is submitted by means of the designated information processing unit provided for

in the provisions of Article 39 (2)) three or more times during the corresponding fiscal year

without justifiable reasons even after having submitted a written application for participation in the

tender or a written consent to participation in the tender;

12. 입찰참가를 방해하거나 낙찰자의 계약체결 또는 그 이행을 방해한 자

12. A person who has interfered with participation in the tender or hinders a successful bidder

from concluding the contract and executing it;

13. 감독 또는 검사에 있어서 그 직무의 수행을 방해한 자

13. A person who has interfered with the performance of duties in the course of supervision or

inspection;

14. 정당한 이유없이 제 42 조 제 1 항에 따른 계약이행능력의 심사에 필요한 서류의 전부

또는 일부를 제출하지 아니하거나 서류제출 후 낙찰자 결정 전에 심사를 포기한 자

14. A person who has, without any justifiable grounds, failed to submit the full or part of the

documents which are required for an examination of capabilities to perform the contract pursuant

to Article 42 (1) or a person who has abandoned the examination after submitting the required

documents before a successful bidder is finalized;

14 의 2. 제 42 조 제 4 항에 따른 입찰금액의 적정성심사의 대상자로 선정된 후 정당한

이유없이 심사에 필요한 서류의 전부 또는 일부를 제출하지 아니하거나 서류제출 후

낙찰자 결정 전에 심사를 포기한 자

14-2. A person who has, without any justifiable grounds, failed to submit the full or part of the

documents which are required for an examination after he/she was chosen as a participant in the

examination of the adequacy of bidding prices pursuant to Article 42 (4) or a person who has

abandoned the examination after submitting the required documents before a successful bidder

is determined;

15. 제 87 조에 따라 일괄입찰의 낙찰자를 결정하는 경우에 실시설계적격자로 선정된 후

정당한 이유없이 기한내에 실시설계서를 제출하지 아니한 자

15. Where a successful bidder is determined for the package deal bid under Article 87, a person

who has failed to submit a written execution design within the time limit without any justifiable

reasons after being selected as a person suitable for the execution design; and

17. 사기, 그 밖의 부정한 행위로 입찰·낙찰 또는 계약의 체결·이행 과정에서 국가에

손해를 끼친 자

17. A person who has caused damage to the State in a bid or a successful bid or during the

process of the conclusion or performance of the contract by deceit or other fraudulent means.

Section 4

Financial Proposal – Sample Forms(가격제안서 양식예문)

[Comments in brackets [ ] provide guidance to the short-listed Consultants for the

preparation of their Financial Proposals; they should not appear on the Financial Proposals

to be submitted.]

Sample Forms for the Financial Proposal shall be used for the preparation of the Financial

Proposal according to the instructions under para. 3.7 of Section 2.

Financial-1 Financial Proposal Submission Form

(가격제안서 제출양식)

Financial-2 Summary of Costs

(가격자료 요약)

Financial-3 Breakdown of Remuneration (Time-Based)

(보수 세부내역(사업기간 기준))

Financial-3 Breakdown of Remuneration (Lump-Sum)

(보수 세부내역(총액 기준))

Financial-4 Breakdown of Out-of-Pocket Expenses (Time-Based)

(현금지불경비 세부내역(사업기간 기준))

Financial-4 Breakdown of Out-of-Pocket Expenses (Lump-Sum)

(현금지불경비 세부내역(총액 기준))

Appendix Financial Negotiations – Breakdown of Remuneration Rates

(재무협상 – 보수 요율 세부내역)

Form Financial-1: Financial Proposal Submission Form

(가격제안서 제출양식)

To: [Name and address of the Employer]

Dear Sirs,

We, the undersigned, offer to submit our Proposal for providing the Services for the

[insert title of the Project] in accordance with your Request for Proposals dated [insert Date].

Our attached Financial Proposal is for the sum of [insert amount(s) in words and figures1].

This amount is exclusive of the local taxes, which shall be exempted or borne by the

Employer.

Our Financial Proposal shall be binding upon us subject to the modifications resulting

from Contract negotiations, up to the expiration of the validity period of the Proposal, i.e.,

before the date indicated in Paragraph Reference 1.9 of the Data Sheet.

We understand that you are not bound to accept any Proposal you receive.

We remain,

Yours sincerely,

Authorized Signature [in full and initials]: __________________________

Name and Title of Signatory: ____________________________________

Name of Firm: ________________________________________________

Address: _____________________________________________________

1 Amounts must be consistent with the ones indicated under Total Cost of Financial Proposal in Form

Financial-2.

Form Financial-2: Summary of Costs(가격자료 요약)

Item

Costs (in U.S. Dollars1)

Remarks Foreign

Currency

Portion

Local

Currency

Portion

Sub Total

Remuneration

Out-of-Pocket

Expenses

Total2

1 If specified otherwise in para 3.7.2 of Section 2, apply currency other than U.S. Dollars.

2 Indicate the total costs, net of local taxes, to be paid by the Employer.

Form Financial-3: Breakdown of Remuneration1 (Time-Based)(보수 세부내역(사업기간 기준))

(This Form Financial-3 shall only be used when the Time-Based Form of Contract has been included in the RFP)

Name2 Position

3

Staff-month Rate4

(in U.S. Dollars5)

Input6 Costs

7 (in U.S. Dollars

5)

Foreign Staff

[Home]

[Field]

Local Staff

[Home]

[Field]

1 Form Financial-3 shall be filled in for the same Professional and Support Personnel listed in Form Technical-7.

2 Professional Personnel should be indicated individually; Support Personnel should be indicated per category (e.g.: draftsman, administrative personnel).

3 Positions for the Professional Personnel shall coincide with the ones indicated in Form Technical-5.

4 Indicate separately staff-month rate for home and field work.


6 Indicate, separately for home and field work, the total expected input of staff for carrying out the group of activities or phase indicated in the Form.

7 For each staff indicate the remuneration, separately for home and field work. Remuneration = Staff-month Rate x Input..

Form Financial-3: Breakdown of Remuneration1 (Lump-Sum)

(보수 세부내역(총액 기준))

(This From Financial-3 shall only be used when the Lump-Sum Form of Contract has been included in the RFP.

Information to be provided in this Form shall only be used to establish payments to the Consultant for possible

additional services requested by the Employer.)

Name2 Position

3

Staff-month Rate4

(in U.S. Dollars5)

Foreign Staff

[Home]

[Field]

Local Staff

[Home]

[Field]

1 Form Financial-3 shall be filled in for the same Professional and Support Personnel listed in Form Technical-7.

2 Professional Personnel should be indicated individually; Support Personnel should be indicated per category

(e.g.: draftsman, administrative personnel). 3 Positions for the Professional Personnel shall coincide with the ones indicated in Form Technical-5.

4 Indicate separately staff-month rate for home and field work.


Form Financial-4: Breakdown of Out-of-Pocket Expenses (Time-Based)(현금지불경비 세부내역(사업기간 기준))

(This Form Financial-4 shall only be used when the Time-Based Form of Contract has been included in the RFP)

No. Description1 Unit

Unit Cost

(in U.S. Dollars2)

Quantity Costs

3

(in U.S. Dollars2)

1 Per diem allowances Day

2 International flights4 Trip

3 Miscellaneous travel expenses Trip

4 Communication costs between [insert place] and

[insert place]

5 Drafting, reproduction of reports

6 Equipment, instruments, materials, supplies, etc.

7 Shipment of personal effects Trip

8 Use of computers, software

9 Laboratory tests

10 Subcontracts

11 Local transportation costs

12 Office, administrative assistance

13 Training of the Employer’s personnel5

Total Costs

1 The description list is provided for guidance. Delete items that are not applicable or add other items, If necessary.


3 Indicate the cost of each out-of-pocket expences. Cost = Unit Cost x Quantity.

4 Indicate route of each flight, and if the trip is one- or two-ways.

5 Indicate only if the training is a major component of the Consulting Services, defined as such in the TOR.

Form Financial-4: Breakdown of Out-of-Pocket Expenses (Lump-Sum)

(현금지불경비 세부내역(총액 기준))

(This Form Financial-4 shall only be used when the Lump-Sum Form of Contract has been included in the RFP.

Information to be provided in this Form shall only be used to establish payments to the Consultant for possible

additional services requested by the Employer.)

No. Description1 Unit

Unit Cost

(in U.S. Dollars2)

1 Per diem allowances Day

2 International flights3 Trip

3 Miscellaneous travel expenses Trip

4 Communication costs between [Insert place] and

[Insert place]

5 Drafting, reproduction of reports

6 Equipment, instruments, materials, supplies, etc.

7 Shipment of personal effects Trip

8 Use of computers, software

9 Laboratory tests

10 Subcontracts

11 Local transportation costs

12 Office, administrative assistance

13 Training of the Employer’s personnel4

n

1 The description list is provided for guidance. Delete items that are not applicable or add other items, if

necessary. 2 If specified otherwise in para 3.7.2 of Section 2, apply currency other than U.S. Dollars.

3 Indicate route of each flight, and if the trip is one- or two-ways.

4 Indicate only if the training is a major component of the Consulting Services, defined as such in the TOR.

Appendix: Financial Negotiations - Breakdown of Remuneration Rates

(재무협상 – 보수 요율 세부내역)

1. Review of Remuneration Rates

1.1 The remuneration rates for staff are made up of salary, social costs, overheads, fee that

is profit, and any premium or allowance paid for assignments away from headquarters.

To assist the firm in preparing financial negotiations, a Sample Form giving a

breakdown of rates is attached (no financial information should be included in the

Technical Proposal). Agreed breakdown sheets shall form part of the negotiated

contract.

1.2 The Employer is charged with the custody of government funds and is expected to

exercise prudence in the expenditure of these funds. The Employer is, therefore,

concerned with the reasonableness of the firm’s Financial Proposal, and, during

negotiations, it expects to be able to review audited financial statements backing up

the firm’s remuneration rates, certified by an independent auditor. The firm shall be

prepared to disclose such audited financial statements for the last three years, to

substantiate its rates, and accept that its proposed rates and other financial matters are

subject to scrutiny. Rate details are discussed below.

(i) Salary

This is the gross regular cash salary paid to the individual in the firm’s home

office. It shall not contain any premium for work away from headquarters or

bonus (except where these are included by law or government regulations).

(ii) Bonus

Bonuses are normally paid out of profits. Because the Employer does not wish to

make double payments for the same item, staff bonuses shall not normally be

included in the rates. Where the Consultant’s accounting system is such that the

percentages of social costs and overheads are based on total revenue, including

bonuses, those percentages shall be adjusted downward accordingly. Where

national policy requires that 13 months’ pay be given for 12 months’ work, the

profit element need not be adjusted downward. Any discussions on bonuses shall

be supported by audited documentation, which shall be treated as confidential.

(iii) Social Costs

Social costs are the costs to the firm of staff’s non-monetary benefits. These items

include, inter alia, social security including pension, medical and life insurance

costs, and the cost of a staff member being sick or on vacation. In this regard, the

cost of leave for public holidays is not an acceptable social cost nor is the cost of

leave taken during an assignment if no additional staff replacement has been

provided. Additional leave taken at the end of an assignment in accordance with

the firm’s leave policy is acceptable as a social cost.

(iv) Cost of Leave

The principles of calculating the cost of total days leave per annum as a

percentage of basic salary shall normally be as follows:

Leave cost as percentage of salary 1 =

total days leave x 100

[365 - w - ph - v - s]

It is important to note that leave can be considered a social cost only if the

Employer is not charged for the leave taken.

(v) Overheads

Overhead expenses are the firm’s business costs that are not directly related to the

execution of the assignment and shall not be reimbursed as separate items under

the contract. Typical items are home office costs (partner’s time, nonbillable time,

time of senior staff monitoring the project, rent, support staff, research, staff

training, marketing, etc.), the cost of staff not currently employed on revenue-

earning projects, taxes on business activities and business promotion costs. During

negotiations, audited financial statements, certified as correct by an independent

auditor and supporting the last three years’ overheads, shall be available for

discussion, together with detailed lists of items making up the overheads and the

percentage by which each relates to basic salary. The Employer does not accept

an add-on margin for social charges, overhead expenses, etc., for staff who are not

permanent employees of the firm. In such case, the firm shall be entitled only to

administrative costs and fee on the monthly payments charged for subcontracted

staff.

(vi) Fee or Profit

The fee or profit shall be based on the sum of the salary, social costs, and

overhead. If any bonuses paid on a regular basis are listed, a corresponding

reduction in the profit element shall be expected. Fee or profit shall not be

allowed on travel or other reimbursable expenses, unless in the latter case an

unusually large amount of procurement of equipment is required. The firm shall

1 Where w = weekends, ph = public holidays, v = vacation, and s = sick leave.

note that payments shall be made against an agreed estimated payment schedule

as described in the draft form of the contract.

(vii) Away from Headquarters Allowance or Premium

Some Consultants pay allowances to staff working away from headquarters.

Such allowances are calculated as a percentage of salary and shall not draw

overheads or profit. Sometimes, by law, such allowances may draw social costs.

In this case, the amount of this social cost shall still be shown under social costs,

with the net allowance shown separately. For concerned staff, this allowance,

where paid, shall cover home education, etc.; these and similar items shall not be

considered as reimbursable costs.

(viii) Subsistence Allowances

Subsistence allowances are not included in the rates, but are paid separately. No

additional subsistence is payable for dependents the subsistence rate shall be the

same for married and single team members.

UNDP standard rates for the particular country may be used as reference to

determine subsistence allowances.

2. Out-of-pocket Expenses

2.1 The financial negotiations shall further focus on out-of-pocket expenses. These costs

may include, but are not restricted to, cost of surveys, equipment, office rent, supplies,

international and local travel, computer rental, mobilization and demobilization,

insurance, and printing. These costs may be either unit rates or reimbursable on the

presentation of invoices.

3. Bank Guarantee

3.1 Payments to the firm, including payment of any advance based on cash flow

projections covered by a bank guarantee, shall be made according to an agreed

estimated schedule ensuring the firm regular payments in Korean Won, as long as the

services proceed as planned.

Sample Form(양식 예문)

Consulting Firm: Country:

Assignment: Date:

Consultant’s Representations Regarding Costs and Charges

We hereby confirm that:

(a) the basic salaries indicated in the attached table are taken from the firm’s payroll records

and reflect the current salaries of the staff members listed which have not been raised other

than within the normal annual salary increase policy as applied to all the firm’s staff;

(b) attached are true copies of the latest salary slips of the staff members listed;

(c) the away from headquarters allowances indicated below are those that the Consultants

have agreed to pay for this assignment to the staff members listed;

(d) the factors listed in the attached table for social charges and overhead are based on the

firm’s average cost experiences for the latest three years as represented by the firm’s

financial statements; and

(e) said factors for overhead and social charges do not include any bonuses or other means of

profit-sharing.

[Name of Consulting Firm]

Signature of Authorized Representative Date

Name:

Title:

Consultant’s Representations Regarding Costs and Charges

(Expressed in US Dollars1)

Personnel 1 2 3 4 5 6 7 8

Name Position

Basic Salary per

Working

Month/Day/Year

Social

Charges2

Overhead2 Subtotal Fee

3

Away from

Headquarters

Allowance

Proposed Fixed

Rate per Working

Month/Day/Hour

Proposed Fixed

Rate per Working

Month/Day/Hour1

Home Office

Field


2 Expressed as percentage of 1


Section 5

Terms of Reference(과업범위 및 조건)

[Texts in brackets [ ] provides guidance for the Employer to prepare for the RFP; they should

not appear on the final RFP to be delivered to the short-listed Consultants.]

[Terms of Reference normally contain the following sections: (a) Introduction, (b) Objectives,

(c) Scope of the Services, (d) Training (when appropriate), (e) Implementation Schedule and

Manpower Requirement, (f) Reports and Schedule of Deliverables, (g) Documents, Personnel,

Equipment, Facilities and Services to be provided by the Employer, and (h) Organizational

Arrangements.]

1. Introduction

[Depending upon the nature of the Project, include the following items at the minimum:

how the Project has been established, briefly describing the history and background;

overview of the Project and the Employer; outline on each component comprising the

Project; need for the Consultant in the Project and major issues to be resolved;

activities to be carried by the Consultant; and other available relevant information that

will help the Consultants understand the Project and draft their proposals for the

Services).]

2. Objectives

[Describe primary objectives of the Services. The objectives may include: basic and

detailed design of the Project; preparation of bidding documents; assistance in the

evaluation and negotiation of consulting contract for the Services; supervision of the

Project implementation; provision of training; and inspection of equipment and facilities

to be installed by the Supplier.]

3. Scope of the Services

[Depending upon the nature of the Project, include all the activities or tasks that are to

be performed by the Consultant in order to successfully carry out the Services. In many

cases, the project may require phased Consultant assignments. In those cases, the TOR

should detail more for the first phase and less for the subsequent phases. The TOR for

the subsequent phases will be redefined as needed on the basis of earlier phases. In a

TOR, the scope of work of the consulting services is normally defined by mainly dealing

with the following issues:

- definition, scope and criteria for accepting the services;

- desired level of detail (level of design, accuracy, each segment of cost estimates, and

so forth);

- main issues to be dealt with;

- alternatives to be taken into consideration;

- necessary surveys, special models and analyses;

- particular equipment or facility requirements;

- legal and organizational framework of the project;

- transfer of knowledge;

- need for continuity, such as data collection; and

- quality management and acceptance requirements (if necessary).]

4. Training (when appropriate)

[This will be needed only when training is to be provided by the Consultant. If training

is needed, the TOR should state specific details on the characteristics of the required

services and ask the Consultant to propose training approaches and methodologies.]

5. Implementation Schedule and Manpower Requirement

[The TOR should include a projected implementation schedule in the form of a bar chart,

estimated man-months for the Professional staff, minimum qualifications of the

Professional staff to be assigned for the Services, and other necessary information.]

6. Reports and Schedule of Deliverables

[Include all the reports, which should describe the format, frequency, contents, target

dates of them, and number of copies, and other deliverables to be produced by the

Consultant in accordance with the implementation schedule as described stipulated in

the Scope of the Services, etc. Depending upon the consulting services, the following

reports are usually required: inception report; progress reports (monthly, bimonthly,

quarterly, biannually or annually, as appropriate); interim reports; final report; and

project completion report.]

7. Services and Facilities to be provided by the Employer

[Clearly specify the services and facilities to be provided by the Employer, such as

customs clearance, visa issuance, counterpart staff, maps, aerial photographs, data and

statistics, office space, housing, vehicle and equipment.]

8. Organizational Arrangements

[The TOR should define any organizational setup encompassing the Services; describe

the roles and responsibilities of everyone involved (including but not limited to the

project managers of the Employer and the Consultant); and specify the type, timing, and

relevance of everyone’s participation, including the Employer’s. The TOR should also

define the level and hierarchy of counterpart staff as well as the requested level of

experience of the Employer’s personnel who will co-work with the Consultant’s team

members.]

Section 6-A

Sample Form of Contract for Consulting Services

(Time-Based)

(컨설팅용역계약 양식 예문)

Preface(서문)

This sample Contract for Consulting Services has been prepared by the

Export-Import Bank of Korea (hereinafter referred to as the “Bank”) for use by

its Project Executing Agencies (hereinafter referred to as the “Employer”) when

they hire a consulting firm (hereinafter referred to as the “Consultant”) to

provide consulting services for which remuneration is being determined on the

basis of the time actually spent by the Consultant in carrying out the services.

The use of this contract is encouraged whenever possible for contracts financed

partly or wholly by the Bank, as this contract complies with the Guidelines for

the Employment of Consultants under the EDCF Loan.

The Contract consists of four parts: the Form of Contract, the General

Conditions of Contract, the Special Conditions of Contract, and the Appendices.

Parties using this sample Contract for services financed by the Bank should note

that the General Conditions must not be modified. Any adjustment to meet the

Project features should be made only in the Special Conditions, as specified in

the notes in italic provided for the individual clauses.

Time-based contracts are recommended when the scope of the services

cannot be established with sufficient precision, or the duration and quantity of

services depends on variables that are beyond the control of the Consultant. In

time-based contracts the Consultant provides services on a timed basis

according to quality specifications, and Consultant’s remuneration is based on (i)

agreed upon unit rates for Consultant staff multiplied by the actual time spent

by the staff in executing the assignment, and (ii) out-of-pocket expenses using

actual expenses and/or agreed unit prices. This type of contract requires the

Employer to closely supervise Consultant and to be involved in the daily

execution of the assignment.

Table of Contents(목차)

I. Form of Contract

계약서 양식

II. General Conditions of Contract

계약 일반조건

1. General Provisions

일반조항

2. Commencement, Completion, Modification and

Termination of Contract

과업의 착수, 준공, 변경 및 계약의 중지

3. Obligations of the Consultant

컨설턴트의 의무사항

4. Consultant’s Personnel and Sub-Consultants

컨설턴트의 인력 및 하도급 컨설턴트

5. Obligations of the Employer

발주자의 의무사항

6. Payments to the Consultant

컨설턴트 대가 지급

7. Fairness and Good Faith

공정성 및 신뢰성

8. Settlement of Disputes

분쟁의 해결

III. Special Conditions of Contract

계약 특수조건

IV. Appendices

부록

APPENDIX A - DESCRIPTION OF SERVICES

용역 개요

APPENDIX B - REPORTING REQUIREMENTS

보고 사항

APPENDIX C - KEY PERSONNEL AND

SUB-CONSULTANTS - HOURS OF

WORK FOR KEY PERSONNEL

핵심인력 및 하도급 컨설턴트 -

핵심인력의 근무시간

APPENDIX D - SUMMARY OF COST ESTIMATES

비용분석 요약

APPENDIX E - DUTIES OF THE EMPLOYER

발주자 의무

APPENDIX F - SAMPLE FORM OF ADVANCE

PAYMENTS GUARANTEE

선급금보증서 양식 예문

Contract for Consulting Services

Time-Based

기간제 컨설팅용역 계약

between

_________________________________

[Name of the Employer]

And

_________________________________

[Name of the Consultant]

Dated: __________________________

I. Form of Contract

Time-Based

(기간제 계약서 양식)

[Texts in brackets [ ] is optional; all notes should be deleted in the final text.]

This CONTRACT for the Consulting Services (hereinafter referred to as the “Contract”) was

made and entered into this [date]th day of [month], [year], between, on the one hand, [name

of the Employer] of [name of the Employer’s country], with its registered principal office at

[address of the Employer], (hereinafter referred to as the “Employer”) and, on the other hand,

[name of the Consultant] of [name of the Consultant’s country], with its registered principal

office at [address of the Consultant] (hereinafter referred to as the “Consultant”). The

Employer and the Consultant shall hereinafter be referred to individually as a “Party” and

collectively as the “Parties.”

WITNESSETH:

WHEREAS, the Employer has requested the Consultant to provide certain consulting

services as defined in this Contract (hereinafter referred to as the “Services”);

WHEREAS, the Consultant, having represented to the Employer that it has the required

professional skills, and personal and technical resources, has agreed to provide the Services

on the terms and conditions set forth in this Contract;

WHEREAS, the [Name of Borrower] (hereinafter referred to as the “Borrower”) has received

(or in appropriate cases, “has applied for”) a loan from the Export-Import Bank of Korea

(hereinafter referred to as the “Bank”) from the resources of the Economic Development

Cooperation Fund (hereinafter referred to as the "EDCF") of the Republic of Korea in the

amount of [loan amount] toward the cost of the [Name of the Project] (hereinafter referred to

as the “Project”), and intends to apply a portion of the proceeds of this loan to payments

under the Contract; and

WHEREAS, the terms and conditions of the Contract and payments by the Bank, therefore,

shall be subject in all respects to the terms and conditions of the Loan Agreement, including

the Guidelines for the Employment of Consultants under the EDCF Loan. Except as the Bank

may specially otherwise agree, no party other than the Borrower shall derive any rights from

the Loan Agreement or have any claim to the loan proceeds;

NOW THEREFORE the Parties hereto hereby agree as follows:

1. The following documents attached hereto shall be deemed to constitute an integral

part of this Contract:

(a) The General Conditions of Contract;

(b) The Special Conditions of Contract; and

(c) The following Appendices:

Appendix A: Description of Services

Appendix B: Reporting Requirements

Appendix C: Key Personnel and Sub-Consultants – Hours of Work

for Key Personnel

Appendix D: Summary of Cost Estimates

Appendix E: Duties of the Employer

Appendix F: Sample Form of Advance Payments Guarantee

2. The mutual rights and obligations of the Employer and the Consultant shall be as set

forth in the Contract, in particular:

(a) the Consultant shall carry out the Services in accordance with the provisions in the

Contract; and

(b) the Employer shall make payments to the Consultant in accordance with the

provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto, each acting through its duly authorized

representative, have caused this Contract to be signed in their respective names, as of the day

and year first above written.

For and on behalf of [name of the Employer] of [name of the Employer’s country]

___________________________________________

[Authorized Representative]

For and on behalf of [name of the Consultant] [name of the Consultant’s country]

___________________________________________


II. General Conditions of Contract(계약일반조건)

1. General provisions(일반조항)

1.1 Definitions

Unless the context otherwise requires, the following terms whenever used in this

Contract have the following meanings:

(a) “Applicable Law” means the laws and any other instruments having the force of

law in the Government’s country, or in such other country as may be specified in

the Special Conditions of Contract, as they may be issued and in force from time

to time.

(b) The “Bank” means the Export-Import Bank of Korea which has been entrusted

by the Government of the Republic of Korea with the operation and management

of the Economic Development Cooperation Fund.

(c) “Consultant” means any private or public entity that will provide the Services to

the Employer under the Contract.

(d) “Contract” means the Contract signed by the Parties and all the attached

documents listed in its Clause 1, that is these General Conditions of Contract, the

Special Conditions of Contract, and the Appendices.

(e) “Day” means calendar day.

(f) “Effective Date” means the date on which this Contract comes into force and

effect pursuant to Clause GCC 2.1.

(g) “Foreign Currency” means any currency other than the currency of the

Employer’s country.

(h) “GCC” means these General Conditions of Contract.

(i) “Government” means the Government of the Employer’s country.

(j) “Party” means the Employer or the Consultant, as the case may be, and “Parties”

means both of them.

(k) “Personnel” means qualified persons hired by the Consultant or by any Sub-

Consultants and assigned to the performance of the Services or any part thereof;

“Foreign Personnel” means such professionals and support staff who at the time

of being so provided had their domicile outside the Government’s country;

“Local Personnel” means such professionals and support staff who at the time of

being provided had their domicile inside the Government’s country; and “Key

Personnel” means the Personnel referred to in Clause GCC 4.2(a).

(l) “Out-of-Pocket Expenses” means all assignment related costs other than

Consultant’s remuneration.

(m) “SCC” means the Special Conditions of Contract by which the GCC may be

amended or supplemented.

(n) “Services” means the work to be performed by the Consultant pursuant to this

Contract, as described in Appendix A hereto.

(o) “Sub-Consultants” means any qualified person or entity to whom/which the

Consultant subcontracts any part of the Services subject to the approval by the

Employer and for whom/which the Consultant is fully responsible.

(p) “Third Party” means any qualified person or entity other than the Government, the

Employer, the Consultant or a Sub-Consultant.

(q) “In Writing” means communicated in written form with proof of receipt.

1.2 Relationship between the Parties

Nothing contained herein shall be construed as establishing a relationship of master

and servant or of principal and agent between the Employer and the Consultant. The

Consultant, subject to this Contract, has complete charge of Personnel and Sub-

Consultants, if any, performing the Services and shall be fully responsible for the

Services performed by them or on their behalf hereunder.

1.3 Law Governing Contract

This Contract, its meaning and interpretation, and the relation between the Parties

shall be governed by the Applicable Law.

1.4 Language

This Contract has been executed in the English language, which shall be the binding

and controlling language for all matters relating to the meaning or interpretation of

this Contract. Furthermore, all reports and correspondence required during the

implementation of the Services shall be in English.

1.5 Headings

The headings shall not limit, alter or affect the meaning of this Contract.

1.6 Notices

1.6.1 Any notice, request or consent required or permitted to be given or made

pursuant to this Contract shall be in writing. Any such notice, request or

consent shall be deemed to have been given or made when delivered by in

person, mail or cable to the authorized representative of the Party to which it is

required to be given or made at such Party’s address, or at such other address

as either Party may specify in the SCC.

1.6.2 A Party may change its address for notice hereunder by giving the other Party

in writing of such change to the address in the SCC.

1.7 Location

The Services shall be performed at such locations as are specified in Appendix A

hereto and, where the location of a particular task is not so specified, at such locations,

whether in the Government’s country or elsewhere, as the Employer may approve.

1.8 Authority of Member in Charge

In case the Consultant consists of a joint venture of more than one entity, the

Members hereby authorize the entity specified in the SCC to act on their behalf in

exercising all the Consultant’s rights and obligations towards the Employer under this

Contract, including without limitation the receiving of instructions and payments from

the Employer.

1.9 Authorized Representatives

Any action required or permitted to be taken, and any document required or permitted

to be executed under this Contract by the Employer or the Consultant may be taken or

executed by the officials, as specified in the SCC.

1.10 Taxes and Duties

All taxes, duties and levies imposed on the Services within the Employer’s country

provided by the Consultant shall either be exempted or borne by the Employer, as

specified in the SCC.

1.11 Fraud and Corruption

It is the Bank’s policy to require that Borrowers (including the beneficiaries of the

Bank loans), as well as Consultants under the EDCF-financed contracts, observe the

highest standard of ethics during the selection and execution of such contracts. In

pursuance of this policy, the Bank:

(a) defines, for the purpose of this provision, the terms set forth below as follows:

(i) “corrupt practice” means the offering, giving, receiving, or soliciting of,

directly or indirectly, any thing of value to influence the action of a public

official in the selection process or in contract execution; and

(ii) “fraudulent practice” means a misrepresentation or omission of facts in order

to influence a selection process or the execution of a contract;

(b) will cancel the portion of the loan allocated to a contract if it determines at any

time that representatives of the Employer or of a beneficiary of the loan were

engaged in corrupt or fraudulent practices in competing for the contract in

question or the execution of that contract, without the Employer having taken

timely and appropriate action satisfactory to the Bank to remedy the situation; and

(c) shall declare a Consultant ineligible, for a period determined by the Bank, to be

awarded a contract financed by an EDCF loan if it at any time determines that the

Consultant has engaged in corrupt or fraudulent practices in competing for, or in

executing, a contract financed by an EDCF loan.

2. Commencement, Completion, Modification and Termination of Contract

(과업착수, 준공, 변경 및 계약의 중지)

2.1 Effectiveness of the Contract

This Contract shall come into force and effect on the date (the “Effective Date”) of

the Employer’s notice to the Consultant instructing the Consultant to begin carrying

out the Services. This notice shall confirm that the effectiveness conditions, if any,

listed in the SCC have been met.

2.2 Termination of Contract for Failure to Become Effective

If this Contract has not become effective within such time period after the date of the

Contract signed by the Parties as specified in the SCC, the Employer or the

Consultant may, by not less than twenty-one (21) days written notice to the other

Party, declare this Contract to be null and void, and in the event of such a declaration

by either Party, neither Party shall have any claim against the other Party with respect

hereto.

2.3 Commencement of Services

This Consultant shall begin carrying out the Services not later than the number of

days after the Effective Date specified in the SCC.

2.4 Expiration of Contract

Subject to sub-clause GCC 2.7.3(c) and unless terminated earlier pursuant to Clause

GCC 2.9 hereof, this Contract shall expire at the end of such time period after the

number of days from the Effective Date as specified in the SCC.

2.5 Entire Agreement

This Contract contains all covenants, stipulations and provisions agreed by the Parties.

No agent or representative of either Party has authority to make, and the Parties shall

not be bound by or be liable for, any statement, representation, promise or agreement

not set forth herein.

2.6 Modifications or Variations

(a) Any modification or variation of the terms and conditions of this Contract,

including any modification or variation of the scope of the Services, may only be

made by a written agreement between the Parties. Pursuant to Clause GCC 7.2

hereof, however, each Party shall give due consideration to any proposals for

modification or variation made by the other Party.

(b) In cases of any substantial modifications or variations, the prior written consent of

the Bank is required.

2.7 Force Majeure

2.7.1 Definition

(a) For the purpose of this Contract, “Force Majeure” means an event which is

beyond the reasonable control of a Party, is not foreseeable, is unavoidable

and which makes a Party’s performance of its obligations hereunder

impossible or so impractical as reasonably to be considered impossible in

the circumstances, and includes, but is not limited to, war riots, civil

disorder, earthquake, fire, explosion, storm, flood or other adverse weather

conditions, strikes, lockouts or other industrial action (except where such

strikes, lockouts or other industrial action are within the power of the Party

invoking Force Majeure to prevent), confiscation or any other action by

Government agencies.

(b) Force Majeure shall not include (i) any event which is caused by the

negligence or intentional action of a Party or such Party’s Sub-Consultant

or agents or employees, nor (ii) any event which a diligent Party could

reasonably have been expected both to take into account at the time of the

conclusion of this Contract, and avoid or overcome in carrying out its

obligations hereunder.

(c) Force Majeure shall not include insufficiency of funds or failure to make

any payment required hereunder.

2.7.2 No Breach of Contract

The failure of a Party to fulfill any of its obligations hereunder shall not be

considered to be a breach of this Contract insofar as such inability arises from

an event of Force Majeure, provided that the Party affected by such an event

(a) has taken all reasonable precautions, due care and reasonable alternative

measures in order to carry out the terms and conditions of this Contract, and (b)

has informed the other Party as soon as possible about the occurrence of such

an event.

2.7.3 Measures to be Taken

(a) A Party affected by an event of Force Majeure shall continue to perform

its obligations under the Contract as far as is reasonably practical, and

shall take all reasonable measures to minimize the consequences of any

event of Force Majeure.

(b) A Party affected by an event of Force Majeure shall notify the other Party

of such event as soon as possible, and in any case not later than fourteen

(14) days following the occurrence of such event, providing evidence of

the nature and cause of such event, and shall similarly give a written notice

of the restoration of normal conditions as soon as possible.

(c) Any period within which a Party shall, pursuant to this Contract, complete

any action or task, shall be extended for a period equal to the time during

which such Party was unable to perform such action as a result of Force

Majeure.

(d) During the period of their inability to perform the Services as a result of an

event of Force Majeure, the Consultant, upon instructions by the Employer,

shall either:

(i) demobilize, in which case the Consultant shall be reimbursed for costs

they reasonably and necessarily incurred, and, if required by the

Employer, in reactivating the Services; or

(ii) continue with the Services to the extent possible, in which case the

Consultant shall continue to be paid under the terms of the Contract and

be reimbursed for additional costs reasonably and necessarily incurred.

(e) In the case of disagreement between the Parties as to the existence or

extent of Force Majeure, the matter shall be settled according to Clause

GCC 8.

2.8 Suspension

The Employer may, by written notice of suspension to the Consultant, suspend all

payments to the Consultant hereunder if the Consultant fails to perform any of its

obligations under this Contract, including the carrying out the Services, provided that

such notice of suspension (i) shall specify the nature of the failure, and (ii) shall

request the Consultant to remedy such failure within a period not exceeding thirty (30)

days after receipt by the Consultant of such notice of suspension.

2.9 Termination

2.9.1 By the Employer

The Employer may terminate this Contract in case of the occurrence of any of

the events specified in paragraph (a) through (h) of this Clause GCC 2.9.1. In

such an occurrence, the Employer shall give a not less than thirty (30) days’

prior written notice of termination to the Consultant, and sixty (60) days’ in

case of the event referred to in (h).

(a) If the Consultant fails to remedy a failure in the performance of its

obligations hereunder, as specified in a notice of suspension pursuant to

Clause GCC 2.8 hereinabove, within thirty (30) days of receipt of such

prior notice of suspension or within such further period as the Employer

may have subsequently approved in writing.

(b) If the Consultant becomes insolvent or bankrupt or enters into any

agreements with their creditors for relief of debt or takes advantage of any

law for the benefit of debtors or goes into liquidation or receivership

whether compulsory or voluntary.

(c) If the Consultant fails to comply with any final decision reached as a result

of arbitration proceedings pursuant to Clause GCC 8 hereof.

(d) If the Consultant, in the judgment of the Employer, has engaged in corrupt

or fraudulent practices in competing for or in executing this Contract.

(e) If the Consultant submits to the Employer a false statement which has

material effect on the rights, obligations or interests of the Employer.

(f) If, as the result of Force Majeure, the Consultant is unable to perform a

material portion of the Services for a period of not less than sixty (60) days.

(g) If the Loan Agreement has been terminated or the Bank has suspended

disbursements under the Loan Agreement.

(h) If the Employer, in its sole discretion and for any reason whatsoever,

decides to terminate this Contract.

2.9.2 By the Consultant

The Consultant may terminate this Contract, by not less than thirty (30) days’

prior notice to the Employer, in case of the occurrence of any of the events

specified in paragraphs (a) through (d) of this Clause GCC 2.9.2.

(a) If the Employer fails to pay any money due to the Consultant pursuant to

this Contract and not subject to dispute pursuant to Clause GCC 8 hereof

within forty-five (45) days after receiving a written notice from the

Consultant that such payment is overdue.

(b) If, as the result of Force Majeure, the Consultant is unable to perform a


(c) If the Employer fails to comply with any final decision reached as a result

of arbitration pursuant to Clause GCC 8 hereof.

(d) If the Employer is in material breach of its obligations pursuant to this

Contract and has not remedied the same within forty-five (45) days (or

such longer period as the Consultant may have subsequently approved in

writing) following the receipt by the Employer of the Consultant’s notice

specifying such breach.

2.9.3 Cessation of Rights and Obligations

Upon termination of this Contract pursuant to Clauses GCC 2.2 or GCC 2.9

hereof, or upon expiration of this Contract pursuant to Clause 2.4 hereof, all

rights and obligations of the Parties hereunder shall cease, except (i) such

rights and obligations as may have accrued on the date of termination or

expiration, (ii) the obligation of confidentiality set forth in Clause GCC 3.3

hereof, (iii) the Consultant’s obligation to permit inspection, copying and

auditing of their accounts and records set forth in Clause GCC 3.8 hereof, and

(iv) any right which a Party may have under the Applicable Law.

2.9.4 Cessation of Services

Upon termination of this Contract by notice of either Party to the other

pursuant to Clauses GCC 2.9.1 or 2.9.2 hereof, the Consultant shall,

immediately upon dispatch or receipt of such notice, take all necessary steps to

bring the Services to a close in a prompt and orderly manner and shall make

every reasonable effort to keep expenditures for this purpose to a minimum.

With respect to documents prepared by the Consultant and equipment and

materials furnished by the Employer, the Consultant shall proceed as provided,

respectively, by Clause GCC 3.7 or GCC 3.9 hereof.

2.9.5 Payment upon Termination

Upon termination of this Contract pursuant to Clauses GCC 2.9.1 or 2.9.2

hereof, the Employer shall make the following payments to the Consultant:

(a) remuneration pursuant to Clause GCC 6 hereof for the Services

satisfactorily performed prior to the effective date of termination, and out-

of-pocket expenses pursuant to Clause GCC 6 hereof for expenditures

actually incurred prior to the effective date of termination;

(b) except in the case of termination pursuant to paragraphs (a) through (e), of

Clause GCC 2.9.1 hereof, reimbursement of any reasonable cost incidental

to the prompt and orderly termination of this Contract including the cost of

the return travel of the Personnel and their eligible dependents; and

(c) in the event that the Consultant is found to be in breach of the Bank’s

Fraud and Corruption requirement, there shall be no payment or

reimbursement in respect of any fraudulent or corrupt practices performed

by the Consultant.

2.9.6 Disputes about Events of Termination

If either Party disputes whether an event specified in paragraphs (a) through (f)

of Clause GCC 2.9.1 or in Clause 2.9.2 hereof has occurred, such Party may,

within forty-five (45) days after receipt of notice of termination from the other

party, refer the matter to Clause GCC 8 hereof, and this Contract shall not be

terminated on account of such event except in accordance with the terms of

any resulting arbitral award.

3. Obligations of the Consultant(컨설턴트 의무사항)

3.1 General

3.1.1 Standard of Performance

The Consultant shall perform the Services and carry out their obligations

hereunder with all due diligence, efficiency and economy, in accordance with

generally accepted professional standards and practices, and shall observe

sound management practices, and employ appropriate technology and safe and

effective equipment, machinery, materials and methods. The Consultant shall

always act, in respect of any matter relating to this Contract or to the Services,

as faithful advisers to the Employer, and shall at all times support and

safeguard the Employer’s legitimate interests in any dealings with Sub-

Consultants or Third Parties.

3.1.2 Law Governing Services

The Consultant shall perform the Services in accordance with the Applicable

Law and shall take all practical steps to ensure that any Sub-Consultants, as

well as the Personnel of the Consultant and any Sub-Consultants, comply with

the Applicable Law.

3.2 Conflict of Interests

The Consultant shall hold the Employer’s interests paramount, without any

consideration for future work, and strictly avoid conflict with other assignments or

their own corporate interests.

3.2.1 Consultant Not to Benefit from Commissions, Discounts, etc.

(a) The payments to the Consultant pursuant to Clause GCC 6 hereof shall

constitute the Consultant’s only payment in connection with this Contract

and, subject to Clause GCC 3.2.2 hereof, the Consultant shall not accept

for its own benefit any trade commission, discount, or similar payment in

connection with activities pursuant to this Contract or in the discharge of

its obligations hereunder, and the Consultant shall use its best efforts to

ensure that any Sub-Consultants, as well as the Personnel and agents of

either of them, similarly shall not receive any such additional payment.

(b) Furthermore, if the Consultant, as part of the Services, has the

responsibility of advising the Employer on the procurement of goods,

works or services, the Consultant shall comply with the Bank’s applicable

procurement guidelines, and shall at all times exercise such responsibility

in the best interest of the Employer. Any discounts or commissions

obtained by the Consultant in the exercise of such procurement

responsibility shall be for the account of the Employer.

3.2.2 Consultant and Affiliates Not to Engage in Certain Activities

The Consultant agrees that, during the term of this Contract and after its

termination, the Consultant and any entity affiliated with the Consultant, as

well as any Sub-Consultant shall be disqualified from providing goods, works

or services (other than consulting services) resulting from or directly related to

the Consultant’s Services for the preparation or implementation of the Project.

3.2.3 Prohibition of Conflicting Activities

The Consultant shall not engage, and shall cause their Personnel as well as

their Sub-Consultants and their Personnel not to engage, either directly or

indirectly, in any business or professional activities that would represent a

conflict with the activities assigned to them under this Contract.

3.3 Confidentiality

Except with the prior written consent of the Employer, the Consultant and its

Personnel shall not at any time communicate to any person or entity any confidential

information acquired in the course of the Services, nor shall the Consultant and its

Personnel make public the recommendations formulated in the course of, or as a result

of, the Services.

3.4 Insurance to be Taken out by the Consultant

The Consultant (a) shall take out and maintain, and shall cause any Sub-Consultants

to take out and maintain, at their (or the Sub-Consultants’, as the case may be) own

cost but on terms and conditions approved by the Employer, insurance against the

risks, and for the coverage, as shall be specified in the SCC; and (b) at the Employer’s

request, shall provide evidence to the Employer showing that such insurance has been

taken out and maintained and that the current premiums have been paid. The

Employer undertakes no responsibility in respect of any life, health, accident, travel

and other insurance which may be necessary or desirable for the Personnel or Sub-

Consultants and specialists associated with the Consultant for the purposes of the

Services, nor for any members of any family of any such person.

3.5 Consultant’s Actions Requiring the Employer’s Prior Approval

The Consultant shall obtain the Employer’s prior approval in writing before taking

any of the following actions:

(a) Any change or addition to the Personnel listed in Appendix C.

(b) Subcontracts: the Consultant may subcontract work relating to the Services to

an extent and with such experts and entities as may be approved in advance by

the Employer. Notwithstanding such approval, the Consultant shall retain full

responsibility for the Services. In the event that any Sub-Consultants are found

by the Employer to be incompetent or incapable in discharging assigned duties,

the Employer may request the Consultant to provide a replacement, with

qualifications and experience acceptable to the Employer, or to resume the

performance of the Services itself.

(c) Any other action that may be specified in the SCC.

3.6 Reporting Obligations

(a) The Consultant shall submit to the Employer the reports and documents specified

in Appendix A hereto, in the form, in the numbers and with the time periods set

forth in the said Appendix.

(b) Final reports shall be delivered in CD ROM in addition to the hard copies as

specified in the said Appendix.

(c) The Consultant shall report to the Employer promptly the occurrence of any event

or condition which might delay or prevent completion of any significant part of

the Project in accordance with the agreed schedules, and indicate what steps

should be taken to meet the situation.

3.7 Documents Prepared by the Consultant to be the Property of the Employer

All plans, drawings, specifications, designs, reports, other documents and software

prepared by the Consultant for the Employer under this Contract shall become and

remain the property of the Employer, and the Consultant shall, not later than upon

termination or expiration of this Contract, deliver all such documents to the Employer,

together with a detailed inventory thereof. The Consultant may retain a copy of such

documents and software, and use such software for their own use with prior written

approval of the Employer. If license agreements are necessary or appropriate between

the Consultant and third parties for purposes of development of any such computer

programs, the Consultant shall obtain the Employer’s prior written approval to such

agreements, and the Employer shall be entitled at its discretion to require recovering

the expenses related to the development of the program(s) concerned. Other

restrictions about the future use of these documents and software, if any, shall be


3.8 Accounting, Inspection and Auditing

The Consultant shall permit the Bank and/or persons appointed by the Bank to inspect

its accounts and records as well as those of its Sub-Consultants relating to the

performance of the Contract, and to have such accounts and records audited by

auditors appointed by the Bank if required by the Bank. The Consultant’s attention is

drawn to Clause 1.11 which provides, inter alia, that acts intended to materially

impede the exercise of the Bank’s inspection and audit rights provided for under

Clause 3.8 constitute a prohibited practice subject to contract termination (as well as

to a determination of ineligibility under the Consultant Guidelines).

3.9 Equipment, Vehicles and Materials Furnished by the Employer

Equipment, vehicles and materials made available to the Consultant by the Employer,

or purchased by the Consultant wholly or partly with funds provided by the Employer,

shall be the property of the Employer and shall be marked accordingly. Upon

termination or expiration of this Contract, the Consultant shall make available to the

Employer an inventory of such equipment, vehicles and materials and shall dispose of

such equipment and materials in accordance with the Employer’s instructions. While

in possession of such equipment, vehicles and materials, the Consultant, unless

otherwise instructed by the Employer in writing, shall insure them at the expense of

the Employer in an amount equal to their full replacement value.

3.10 Equipments and Materials Provided by the Consultants

Equipment or materials brought into the Government’s country by the Consultant and

the Personnel and used either for the Project or personal use shall remain the property

of the Consultant or the Personnel concerned, as applicable.

4. Consultant’s Personnel and Sub-Consultants(컨설턴트 인력 및 하도급 컨설턴트)

4.1 General

The Consultant shall employ and provide such qualified and experienced Personnel

and Sub-Consultants as are required to carry out the Services.

4.2 Description of Personnel

(a) The title, agreed job description, minimum qualification and estimated period of

engagement in the carrying out of the Services of each of the Consultant’s Key

Personnel are described in Appendix C. If any of the Key Personnel has already

been approved by the Employer, his/her name is listed as well.

(b) If required to comply with the provisions of Clause GCC 3.1.1 hereof, adjustments

with respect to the estimated periods of engagement of Key Personnel set forth in

Appendix C may be made by the Consultant by written notice to the Employer,

provided (i) that such adjustments shall not alter the originally estimated period of

engagement of any individual by more than 10% or one week, whichever is larger,

and (ii) that the aggregate of such adjustments shall not cause payments under this

Contract to exceed the ceilings set forth in Clause GCC 6.1(b) of this Contract.

Any other such adjustments shall only be made with the Employer’s written

approval.

(c) If additional work is required beyond the scope of the Services specified in

Appendix A, the estimated periods of engagement of Key Personnel set forth in

Appendix C may be increased by agreement in writing between the Employer and

the Consultant. In case where payments under this Contract exceed the ceilings set

forth in Clause GCC 6.1(b) of this Contract, this will be explicitly mentioned in

the agreement.

4.3 Approval of Personnel

The Key Personnel and Sub-Consultants listed by title as well as by name in

Appendix C are hereby approved by the Employer. In respect of other Personnel

which the Consultant proposes to use in the carrying out of the Services, the

Consultant shall submit to the Employer for review and approval a copy of their

Curricula Vitae (CVs). If the Employer does not object in writing (stating the reasons

for the objection) within twenty-one (21) days from the date of receipt of such CVs,

such Personnel shall be deemed to have been approved by the Employer.

4.4 Working Hours, Overtime, Leave, etc.

(a) Working hours and holidays for Key Personnel are set forth in Appendix C hereto.

To account for travel time, Foreign Personnel carrying out Services inside the

Employer’s country shall be deemed to have commenced, or finished work in

respect of the Services such number of days before their arrival in, or after their

departure from the Employer’s country as is specified in Appendix C hereto.

(b) The Key Personnel shall not be entitled to be paid for overtime nor to take paid

sick leave or vacation leave except as specified in Appendix C hereto, and except

as specified in such Appendix, the Consultant’s remuneration shall be deemed to

cover these items. All leave to be allowed to the Personnel is included in the staff-

months of service set forth in Appendix C. Any taking of leave by Personnel shall

be subject to the prior approval by the Consultant who shall ensure that absence

for leave purposes will not delay the progress and adequate supervision of the

Services.

4.5 Removal and/or Replacement of Personnel

(a) Except as the Employer may otherwise agree, no changes shall be made in the

Personnel. If, for any reason beyond the reasonable control of the Consultant, such

as retirement, death, medical incapacity, among others, it becomes necessary to

replace any of the Personnel, the Consultant shall forthwith provide as a

replacement a person of equivalent or better qualifications.

(b) If the Employer (i) finds that any of the Personnel has committed serious

misconduct or has been charged with having committed a criminal action, or (ii)

has reasonable cause to be dissatisfied with the performance of any of the

Personnel, then the Consultant shall, at the Employer’s written request specifying

the grounds therefore, forthwith provide as a replacement a person with

qualifications and experience acceptable to the Employer.

(c) Any of the Personnel provided as a replacement under Clauses (a) and (b) above,

as well as any out-of-pocket expenditures (including expenditures due to the

number of eligible dependents) the Consultants may wish to claim as a result of

such replacement, shall be subject to the prior written approval by the Employer.

The rate of remuneration applicable to a replacement person will be obtained by

multiplying the rate of remuneration applicable to the replaced person by the ratio

between the monthly salary to be effectively paid to the replacement person and

the average salary effectively paid to the replaced person in the period of six

months prior to the date of replacement. Except as the Employer may otherwise

agree, (i) the Consultant shall bear all additional travel and other costs arising out

of or incidental to any removal and/or replacement, and (ii) the remuneration to be

paid for any of the Personnel provided as a replacement shall not exceed the

remuneration which would have been payable to the Personnel replaced.

4.6 Resident Project Manager

If required by the SCC, the Consultant shall ensure that at all times during the

Consultant’s performance of the Services in the Government’s country a resident

project manager, acceptable to the Employer, shall take charge of the performance of

such Services.

5. Obligations of the Employer(발주자의 의무)

5.1 Assistance and Exemptions

Unless otherwise specified in the SCC, the Employer shall use its best efforts to

ensure that the Government shall:

(a) Provide the Consultant, Sub-Consultants and Personnel with work permits and

such other documents as shall be necessary to enable the Consultant, Sub-

Consultants or Personnel to perform the Services.

(b) Arrange for the Personnel and, if appropriate, their eligible dependents to be

provided promptly with all necessary entry and exit visas, residence permits,

exchange permits and any other documents required for their stay in the


(c) Facilitate prompt clearance through customs of any property required for the

Services and of the personal effects of the Personnel and their eligible dependents.

(d) Issue to officials, agents and representatives of the Government all such

instructions as may be necessary or appropriate for the prompt and effective

implementation of the Services.

(e) Exempt the Consultant and the Personnel and any Sub-Consultants employed by

the Consultant for the Services from any requirement to register or obtain any

permit to practice their profession or to establish themselves either individually or

as a corporate entity according to the Applicable Law.

(f) Grant to the Consultant, any Sub-Consultants and the Personnel of either of them

the privilege, pursuant to the Applicable Law, of bringing into the Government’s

country reasonable amounts of foreign currency for the purposes of the Services

or for the personal use of the Personnel and their dependents and of withdrawing

any such amounts as may be earned therein by the Personnel in the execution of

the Services.

(g) Provide to the Consultant, Sub-Consultants and Personnel any such other

assistance as may be specified in the SCC.

5.2 Access to Land

The Employer warrants that the Consultant shall have, free of charge, unimpeded

access to all land in the Government’s country in respect of which access is required

for the performance of the Services. The Employer will be responsible for any

damage to such land or any property thereon resulting from such access and will

indemnify the Consultant and each of the Personnel in respect of liability for any such

damage, unless such damage is caused by the default or negligence of the Consultant

or any Sub-Consultants or the Personnel of either of them.

5.3 Services, Facilities and Property of the Employer

(a) The Employer shall make available to the Consultant and the Personnel, for the

purposes of the Services and free of any charge, the services, facilities and

property described in Appendix E at the times and in the manner specified in said

Appendix E.

(b) In case that such services, facilities and property shall not be made available to the

Consultant as and when specified in Appendix E, the Parties shall agree on (i) any

time extension that it may be appropriate to grant to the Consultant for the

performance of the Services, (ii) the manner in which the Consultant shall procure

any such services, facilities and property from other sources, and (iii) the

additional payments, if any, to be made to the Consultant as a result thereof

pursuant to Clause GCC 6.1(c) hereinafter.

5.4 Payment

In consideration of the Services performed by the Consultant under this Contract, the

Employer shall make to the Consultant such payments and in such manner as is

provided by Clause GCC 6 of this Contract.

5.5 Counterpart Personnel

(a) The Employer shall make available to the Consultant free of charge such

professional and support counterpart personnel, to be nominated by the Employer

with the Consultant’s advice, if specified in Appendix E.

(b) If counterpart personnel are not provided by the Employer to the Consultant as

and when specified in Appendix E, the Employer and the Consultant shall agree

on (i) how the affected part of the Services shall be carried out, and (ii) the

additional payments, if any, to be made by the Employer to the Consultant as a

result thereof pursuant to Clause GCC 6.1(c) hereof.

(c) Professional and support counterpart personnel, excluding Employer’s liaison

personnel, shall work under the exclusive direction of the Consultant. If any

member of the counterpart personnel fails to perform adequately any work

assigned to such member by the Consultant that is consistent with the position

occupied by such member, the Consultant may request the replacement of such

member, and the Employer shall not unreasonably refuse to act upon such request.

6. Payments to the Consultant(컨설턴트 대가지급)

6.1 Cost Estimates; Ceiling Amount

(a) An estimate of the cost of the Services is set forth in Appendix D.

(b) Except as may be otherwise agreed under Clause GCC 2.6 and subject to Clause

GCC 6.1(c), payments under this Contract shall not exceed the ceilings specified

in the SCC.

(c) Notwithstanding Clause GCC 6.1(b) hereof, if pursuant to Clauses GCC 5.3 or 5.4

hereof, the Parties shall agree that additional payments, shall be made to the

Consultant in order to cover any necessary additional expenditures not envisaged

in the cost estimates referred to in Clause GCC 6.1(a) above, the ceiling or

ceilings, as the case may be, set forth in Clause GCC 6.1(b) above shall be

increased by the amount or amounts, as the case may be, of any such additional

payments.

6.2 Remuneration and Out-of-Pocket Expenses

(a) Subject to the ceilings specified in Clause GCC 6.1(b) hereof, the Employer shall

pay to the Consultant (i) remuneration as set forth in Clause GCC 6.2(b)

hereunder, and (ii) out-of-pocket expenses as set forth in Clause GCC 6.2(c)

hereunder. Unless otherwise specified in the SCC, said remuneration shall be

fixed for the duration of the Contract.

(b) Payment for the Personnel shall be determined on the basis of time actually spent

by such Personnel in the performance of the Services after the date determined in

accordance with Clause GCC 2.3 and Clause SCC 2.3 (or such other date as the

Parties shall agree in writing), at the rates referred to in Clause SCC 6.2(b), and

subject to price adjustment, if any, specified in Clause SCC 6.2(a).

(c) Out-of-pocket expenses actually and reasonably incurred by the Consultant in the

performance of the Services, as specified in Clause SCC 6.2(c).

(d) The remuneration rates referred to under paragraph (b) here above shall cover: (i)

such salaries and allowances as the Consultant shall have agreed to pay to the

Personnel as well as factors for social charges and overhead (bonuses or other

means of profit-sharing shall not be allowed as an element of overhead), (ii) the

cost of backstopping by home office staff not included in the Personnel listed in

Appendix C, and (iii) the Consultant’s fee.

(e) Any rates specified for Personnel not yet appointed shall be provisional and shall

be subject to revision, with the written approval of the Employer, once the

applicable salaries and allowances are known.

(f) Payments for periods of less than one month shall be calculated on an hourly basis

for actual time spent in the Consultant’s home office and directly attributable to

the Services (one hour being equivalent to 1/176th of a month) and on a calendar-

day basis for time spent away from home office (one day being equivalent to

1/30th

of a month).

6.3 Currency of Payment

Though prices are quoted in US Dollars, the Contract Price shall be made and paid in

Korean Won, unless specified otherwise in the SCC. The conversion shall be made at

the average of the telegraphic transfer selling rates of Korean Won against US Dollar

as quoted and publicly displayed by the Bank, during the one month period from the

sixteenth (16th

) day of two calendar months prior to the month when the first

procurement contract for the consulting service is signed respectively, to the fifteenth

(15th

) day of one calendar month prior thereto.

6.4 Mode of Billing and Payment

Billings and payments in respect of the Services shall be made as follows:

(a) Within the number of days after the Effective Date specified in the SCC, the

Employer shall cause to be paid to the Consultant advance payments as specified

in the SCC. When the SCC indicate advance payment, this will be due after

provision by the Consultant to the Employer of an advance payment guarantee

acceptable to the Employer in an amount (or amounts) specified in the SCC.

Such guarantee (i) to remain effective until the advance payment has been fully

set off, and (ii) to be in the form set forth in Appendix F hereto, or in such other

form as the Employer shall have approved in writing. The advance payments will

be set off by the Employer in equal installments against the statements for the

number of months of the Services specified in the SCC until said advance

payments have been fully set off.

(b) As soon as practicable and not later than fifteen (15) days after the end of each

calendar month during the period of the Services, or after the end of each time

intervals otherwise indicated in the SCC, the Consultant shall submit to the

Employer, in duplicate, itemized statements, accompanied by copies of invoices,

vouchers and other appropriate supporting materials, of the amounts payable

pursuant to Clauses GCC 6.3 and GCC 6.4 for such month, or any other period

indicated in the SCC. Separate statements shall be submitted for payments from

foreign and local currency portions. Each statement shall distinguish that portion

of the total eligible costs which pertains to remuneration from that portion which

pertains to out-of-pocket expenses.

(c) The Employer shall pay the Consultant’s statements within sixty (60) days after

the receipt by the Employer of such statements with supporting documents. Only

such portion of a statement that is not satisfactorily supported may be withheld

from payment. Should any discrepancy be found to exist between actual payment

and costs authorized to be incurred by the Consultant, the Employer may add or

subtract the difference from any subsequent payments. Interest at the annual rate

specified in the SCC shall become payable as from the above due date on any

amount due by, but not paid on, such due date.

(d) The final payment under this Clause shall be made only after the final report and a

final statement, identified as such, shall have been submitted by the Consultant

and approved as satisfactory by the Employer. The Services shall be deemed

completed and finally accepted by the Employer and the final report and final

statement shall be deemed approved by the Employer as satisfactory ninety (90)

calendar days after receipt of the final report and final statement by the Employer

unless the Employer, within such ninety (90) day period, gives written notice to

the Consultant specifying in detail deficiencies in the Services, the final report or

final statement. The Consultant shall thereupon promptly make any necessary

corrections, and thereafter the foregoing process shall be repeated. Any amount,

which the Employer has paid or caused to be paid in accordance with this Clause

in excess of the amounts actually payable in accordance with the provisions of this

Contract, shall be reimbursed by the Consultant to the Employer within thirty (30)

days after receipt by the Consultant of notice thereof. Any such claim by the

Employer for reimbursement must be made within twelve (12) calendar months

after receipt by the Employer of a final report and a final statement approved by

the Employer in accordance with the above.

(e) All payments under this Contract shall be made to the accounts of the Consultant


(f) Payments in respect of remuneration or out-of-pocket expenses, which exceed the

cost estimates for these items as set forth in Appendices D and E, may be charged

to the respective contingencies provided for foreign and local currencies only if

such expenditures were approved by the Employer prior to being incurred.

(g) With the exception of the final payment under (d) above, payments do not

constitute acceptance of the Services nor relieve the Consultant of any obligations

hereunder.

7. Fairness and Good Faith(공정성 및 신뢰성)

7.1 Good Faith

The Parties undertakes to act in good faith with respect to each other’s rights under

this Contract and to adopt all reasonable measures to ensure the realization of the

objectives of this Contract.

7.2 Operation of the Contract

The Parties recognize that it is impractical in this Contract to provide for every

contingency which may arise during the life of the Contract, and the Parties hereby

agree that it is their intention that this Contract shall operate fairly as between them,

and without detriment to the interest of either of them, and that, if during the term of

this Contract either Party believes that this Contract is operating unfairly, the Parties

will use their best efforts to agree on such action as may be necessary to remove the

cause or causes of such unfairness, but no failure to agree on any action pursuant to

this Clause shall give rise to a dispute subject to arbitration in accordance with Clause

GCC 8 hereof.

8. Settlement of Disputes(분쟁의 해결)

8.1 Amicable Settlement

If either Party objects to any action or inaction of the other Party, the objecting Party

may file a written Notice of Dispute to the other Party providing in detail the basis of

the dispute. The Party receiving the Notice of Dispute will consider it and respond in

writing within 14 days after receipt. If that Party fails to respond within 14 days, or

the dispute cannot be amicably settled within 14 days following the response of that

Party, Clause GCC 8.2 shall apply.

8.2 Dispute Resolution

Any dispute between the Parties as to matters arising pursuant to this Contract that

cannot be settled amicably according to Clause GCC 8.1 may be submitted by either

Party for settlement in accordance with the provisions specified in the SCC.

III. Special Conditions of Contract(계약 특수조건)

(Clauses in brackets { } are optional; all notes should be deleted in the final text.)

Number of

GCC Clause

Amendments of, and Supplements to, Clauses in the General

Conditions of Contract

{1.1(a)} {The words “in the Government’s country” are amended to read “in

[insert name of country].”}

Note: The Bank-financed contracts usually designate the law of the

Government’s country as the law governing the contract. If the Parties

wish to designate the law of another country, however, the Bank will not

object. In the former case, this Clause SCC 1.1(a) should be deleted; in

the latter case, the name of the respective country should be inserted in

the blank, and the square brackets should be removed.

1.6 The Addresses are:

Employer: ___________________________________________

Attention: ___________________________________________

Telephone: __________________________________________

Facsimile: ___________________________________________

E-mail: ___________________________________________

Consultant: ___________________________________________

Attention: ___________________________________________

Telephone: __________________________________________

Facsimile: ___________________________________________

E-mail: ___________________________________________

{1.8} {The Member in Charge is [insert name of member]}

Note: If the Consultant consists of a joint venture/ consortium/

association of more than one entity, the name of the entity whose address

is specified in Clause SCC 1.6 should be inserted here. If the Consultant

consists only of one entity, this Clause SCC 1.8 should be deleted from the

SCC.

1.9 The Authorized Representatives are:

For the Employer: ____________________________________

For the Consultant: ____________________________________

1.10 Note: While the Bank does not reimburse payments for duties and

indirect taxes levied by the Government’s country, it leaves it to the

Employer to decide whether the Consultant (i) should be exempted from

any such levies, or (ii) should be reimbursed by the Employer for any such

levies they might have to pay (or that the Employer would pay such levies

on behalf of the Consultant and the Personnel).

The Employer warrants that the Consultant, the Sub-Consultants and the

Personnel shall be exempt from (or that the Employer shall pay on behalf

of the Consultant, the Sub-Consultants and the Personnel, or shall

reimburse the Consultant, the Sub-Consultants and the Personnel for) any

indirect taxes, duties, fees, levies and other impositions imposed, under the

Applicable Law, on the Consultant, the Sub-Consultants and the Personnel

in respect of:

(a) any payments whatsoever made to the Consultant, Sub-Consultants

and the Personnel (other than nationals or permanent residents of the

Government’s country), in connection with the carrying out of the

Services;

(b) any equipment, materials and supplies brought into the

Government’s country by the Consultant or Sub-Consultants for the

purpose of carrying out the Services and which, after having been

brought into such territories, will be subsequently withdrawn there

from by them;

(c) any equipment imported for the purpose of carrying out the Services

and paid for out of funds provided by the Employer and which is

treated as property of the Employer;

(d) any property brought into the Government’s country by the

Consultant, any Sub-Consultants or the Personnel (other than

nationals or permanent residents of the Government’s country), or

the eligible dependents of such Personnel for their personal use and

which will subsequently be withdrawn there from by them upon

their respective departure from the Government’s country, provided

that:

(1) the Consultant, Sub-Consultants and Personnel, and their

eligible dependents, shall follow the usual customs procedures

of the Government’s country in importing property into the

Government’s country; and

(2) if the Consultant, Sub-Consultants or Personnel, or their

eligible dependents, do not withdraw but dispose of any

property in the Government’s country upon which customs

duties and taxes have been exempted, the Consultant, Sub-

Consultants or Personnel, as the case may be, (i) shall bear

such customs duties and taxes in conformity with the

regulations of the Government’s country, or (ii) shall reimburse

them to the Employer if they were paid by the Employer at the

time the property in question was brought into the


{2.1} {The effectiveness conditions are the following: [insert conditions]}

Note: List here any conditions of effectiveness of the Contract, e.g.,

approval of the Contract by the Bank, Employer’s approval of

Consultant’s proposals for appointment of specified key staff members,

effectiveness of the Bank Loan, receipt by Consultant of advance payment

and by Employer of advance payment guarantee (see Clause SCC 6.4(a)),

etc. If there are no effectiveness conditions, delete this Clause SCC 2.1

from the SCC.

2.2 The time period shall be [insert number of days] days.

2.3 The time period shall be [insert number of days] days.

2.4 The time period shall be [insert time period, e.g.: twelve months].

3.4 The risks and coverage shall be as follows:

(a) Third party motor vehicle liability insurance in respect of motor

vehicles operated in the Government’s country by the Consultant or

its Personnel or any Sub-Consultants or their Personnel, with a

minimum coverage of [insert amount in US Dollars];

(b) Third party liability insurance, with a minimum coverage of [insert

amount in US Dollars];

(c) professional liability insurance, with a minimum coverage of

[insert amount in US Dollars];

(d) Consultants’s liability and workers’ compensation insurance in

respect of the Personnel of the Consultant and of any Sub-

Consultants, in accordance with the relevant provisions of the

Applicable Law, as well as, with respect to such Personnel, any

such life, health, accident, travel or other insurance as may be

appropriate; and

(e) insurance against the loss of damage to (i) equipment purchased in

whole or in part with funds provided under this Contract, (ii) the

Consultant’s property used in the performance of the Services, and

(iii) any documents prepared by the Consultant in the performance

of the Services.

Note: Delete what is not applicable.

{3.5(c)} {The other actions are: [insert actions].}

Note: If there are no other actions, delete this Clause SCC 3.5(c).

{3.7} Note: If there is to be no restriction on the future use of these documents

by either Party, this Clause SCC 3.7 should be deleted. If the Parties wish

to restrict such use, any of the following options, or any other option

agreed to by the Parties, could be used:

{The Consultant shall not use these documents and software for purposes

unrelated to this Contract without the prior written approval of the

Employer.}

{The Employer shall not use these documents and software for purposes

unrelated to this Contract without the prior written approval of the

Consultant.}

{Neither Party shall use these documents and software for purposes

unrelated to this Contract without the prior written approval of the other

Party.}

{4.6} {The person designated as resident project manager in Appendix C shall

serve in that capacity, as specified in Clause GCC 4.6.}

Note: If there is no such manager, delete this Clause SCC 4.6.

{5.1} Note: List here any changes or additions to Clause GCC 5.1. If there are

no such changes or additions, delete this Clause SCC 5.1.

{5.1(g)} Note: List here any other assistance to be provided by the Employer. If

there is no such other assistance, delete this Clause SCC 5.1(g).

6.1(b) The ceiling of Foreign Currency portion: [insert amount in US Dollars]

The ceiling of Local Currency portion: [insert amount in US Dollars]

{6.2(a)} Note: In order to adjust the remuneration for foreign and/or local

inflation, a price adjustment provision should be included here if the

contract has duration of more than 18 months or if the foreign or local

inflation is expected to exceed 5% per annum. The adjustment should be

made every 12 months after the date of the contract for remuneration of

foreign personnel and – except if there is very high inflation in the

Employer’s country, in which case more frequent adjustments should be

provided for – at the same intervals for remuneration of local personnel.

Remuneration of foreign personnel should be adjusted by using the

relevant index for salaries in the country of the Consultant and

remuneration of local personnel by using the corresponding index for the

Employer’s country. A sample provision is provided below for guidance:

{Payments for remuneration made in accordance with Clause GCC 6.2(a)

shall be adjusted as follows:

(a) Remuneration paid for foreign personnel pursuant to the rates set

forth in Appendix D shall be adjusted every 12 months (and, the first

time, with effect for the remuneration earned in the 13th

calendar

month after the date of the Contract) by applying the following

formula:

where Rf is the adjusted remuneration, Rfo is the remuneration

payable on the basis of the rates set forth in Appendix D for

remuneration of foreign personnel, If is the official index for salaries

in the country of the foreign personnel for the first month for which

the adjustment is supposed to have effect, and Ifo is the official index

for salaries in the country of the foreign personnel for the month of

the date of the Contract.

(b) Remuneration paid for local personnel pursuant to the rates set forth

in Appendix D shall be adjusted every [insert number] months (and,

for the first time, with effect for the remuneration earned in the

[insert number]th calendar month after the date of the Contract) by

applying the following formula:

where Rl is the adjusted remuneration, Rlo is the remuneration

payable on the basis of the rates set forth in Appendix D for

remuneration of local personnel, Il is the official index for salaries in

the Employer’s country for the first month for which the adjustment

is to have effect and, Ilo is the official index for salaries in the

Employer’s country for the month of the date of the Contract.}

6.2(b) The rates for Foreign Personnel and for the Local Personnel to be paid are

set forth in Appendix D.

Note: According to the para. 6.3 of the Instructions to Consultants, the

Employer must request the Consultants to submit certain representations

about the Consultants’ salary and related costs, which representations

are then used by the parties when negotiating the applicable

remuneration rates. In this case, the text set forth below should be used

as Clause SCC 6.2(b)(ii) in the SCC.

The remuneration rates have been agreed upon based on the

representations made by the Consultants during the negotiation of this

Contract with respect to the Consultants’ costs and charges indicated in

the form “Consultants’ Representations regarding Costs and Charges”

contained in the Appendix attached to Section 4 “Financial Proposal -

Sample Forms” of the RFP, and submitted by the Consultants to the

Employer prior to such negotiation. The agreed remuneration rates are

evidenced in the form “Breakdown of Agreed Fixed Rates in Consultants’

Contract,” executed by the Consultants at the conclusion of such

negotiation; a model of such a form is attached at the end of these SCC as

Model Form I. Should these representations be found by the Employer

(either through inspections or audits pursuant to Clause GCC 3.8 hereof or

through other means) to be materially incomplete or inaccurate, the

Employer shall be entitled to introduce appropriate modifications in the

remuneration rates affected by such materially incomplete or inaccurate

representations. Any such modification shall have retroactive effect and,

in case remuneration has already been paid by the Employer before any

such modification, (i) the Employer shall be entitled to offset any excess

payment against the next monthly payment to the Consultants, or (ii) if

there are no further payments to be made by the Employer to the

Consultants, the Consultants shall reimburse to the Employer any excess

payment within thirty (30) days of receipt of a written claim of the

Employer. Any such claim by the Employer for reimbursement must be

made within twelve (12) calendar months after receipt by the Employer of

a final report and a final statement approved by the Employer in

accordance with Clause GCC 6.4(d) of this Contract.}

6.2(c) The out-of-pocket expenses to be paid are set forth in Appendix D.

6.3 Note: Delete this Clause SCC 6.3 if the prices quoted shall be in US

Dollars, and all payments shall be made and paid in Korean Won.



6.4(a) An advance payment of [insert amount] shall be made within [insert

number] days after the Effective Date. The advance payment will be set

off by the Employer in equal installments against the statements for the

first [insert number] months of the Services until the advance payment

has been fully set off.

The advance payment guarantee shall be in the amount of the [foreign]

[local] currency portion of the advance payment.

{6.4(b)} {The Consultant shall submit to the Employer itemized statements at time

intervals of [insert number of months].}

Note: Delete this Clause SCC 6.4(b) if the Consultant shall have to

submit its itemized statements monthly.

6.4(c) The interest rate is: [insert rate].

6.4(e) The account is: [insert account].

8.2 Disputes shall be settled by arbitration in accordance with the following

provisions:

1. Selection of Arbitrators. Each dispute submitted by a Party to

arbitration shall be heard by a sole arbitrator or an arbitration panel

composed of three arbitrators, in accordance with the following

provisions:

(a) Where the Parties agree that the dispute concerns a technical

matter, they may agree to appoint a sole arbitrator or, failing

agreement on the identity of such sole arbitrator within thirty (30)

days after receipt by the other Party of the proposal of a name for

such an appointment by the Party who initiated the proceedings,

either Party may apply to [name an appropriate international

professional body, e.g., the Federation Internationale des

Ingenieurs-Conseil (FIDIC) of Lausanne, Switzerland] for a list of

not fewer than five nominees and, on receipt of such list, the

Parties shall alternately strike names there from, and the last

remaining nominee on the list shall be the sole arbitrator for the

matter in dispute. If the last remaining nominee has not been

determined in this manner within sixty (60) days of the date of the

list, [insert the name of the same professional body as above] shall

appoint, upon the request of either Party and from such list or

otherwise, a sole arbitrator for the matter in dispute.

(b) Where the Parties do not agree that the dispute concerns a

technical matter, the Employer and the Consultant shall each

appoint one arbitrator, and these two arbitrators shall jointly

appoint a third arbitrator, who shall chair the arbitration panel. If

the arbitrators named by the Parties do not succeed in appointing a

third arbitrator within thirty (30) days after the latter of the two

arbitrators named by the Parties has been appointed, the third

arbitrator shall, at the request of either Party, be appointed by

[name an appropriate international appointing authority, e.g., the

Secretary General of the Permanent Court of Arbitration, The

Hague; the Secretary General of the International Centre for

Settlement of Investment Disputes, Washington, D.C.; the

International Chamber of Commerce, Paris; etc.].

(c) If, in a dispute subject to Clause SCC 8.2.1(b), one Party fails to

appoint its arbitrator within thirty (30) days after the other Party

has appointed its arbitrator, the Party which has named an

arbitrator may apply to the [name the same appointing authority

as in Clause SCC 8.2.1(b)] to appoint a sole arbitrator for the

matter in dispute, and the arbitrator appointed pursuant to such

application shall be the sole arbitrator for that dispute.

2. Rules of Procedure. Except as stated herein, arbitration proceedings

shall be conducted in accordance with the rules of procedure for

arbitration of the United Nations Commission on International Trade

Law (UNCITRAL) as in force on the date of this Contract.

3. Substitute Arbitrators. If for any reason an arbitrator is unable to

perform his function, a substitute shall be appointed in the same

manner as the original arbitrator.

4. Nationality and Qualifications of Arbitrators. The sole arbitrator or

the third arbitrator appointed pursuant to paragraphs (a) through (c) of

Clause SCC 8.2.1 hereof shall be an internationally recognized legal

or technical expert with extensive experience in relation to the matter

in dispute and shall not be a national of the Consultant’s home country

[Note: If the Consultant consists of more than one entity, add: or

of the home country of any of their Members or Parties] or of the

Government’s country. For the purposes of this Clause, “home

country” means any of:

(a) the country of incorporation of the Consultant [Note: If the

Consultant consists of more than one entity, add: or of any of their

Members or Parties]; or

(b) the country in which the Consultant’s [or any of their Members’ or

Parties’] principal place of business is located; or

(c) the country of nationality of a majority of the Consultant’s [or of

any Members’ or Parties’] shareholders; or

(d) the country of nationality of the Sub-Consultants concerned,

where the dispute involves a subcontract.

5. Miscellaneous. In any arbitration proceeding hereunder:

(a) proceedings shall, unless otherwise agreed by the Parties, be held

in [select a country which is neither the Employer’s country nor

the Consultant’s country];

(b) the [type of language] language shall be the official language for

all purposes; and

(c) the decision of the sole arbitrator or of a majority of the arbitrators

(or of the third arbitrator if there is no such majority) shall be final

and binding and shall be enforceable in any court of competent

jurisdiction, and the Parties hereby waive any objections to or

claims of immunity in respect of such enforcement.

Note: The Bank requires that contracts financed by it include choice of

law and dispute settlement provisions. The Bank feels that international

commercial arbitration as provided in the above Clause has substantial

advantages for both parties over other dispute settlement provisions, and it

strongly recommends its borrowers to use the above Clause. Nevertheless,

if the relevant provisions are clear and fair to both parties, the Bank will

not object if borrowers decide to substitute another dispute settlement

provision for the above Clause.

MODEL FORM I

See Note to Form on Clause SCC 6.2(b)(ii)

Breakdown of Agreed Fixed Rates in Consultant’s Contract

We hereby confirm that we have agreed to pay to the staff members listed, who will be involved in this assignment, the basic salaries and away from headquarters

allowances (if applicable) indicated below:

(Expressed in Korean Won)

Personnel 1 2 3 4 5 6 7 8

Name Position

Basic Salary per

Working

Month/Day/Year

Social

Charges1

Overhead1 Subtotal Fee

2

Away from

Headquarters

Allowance

Agreed Fixed Rate

per Working

Month/Day/Hour

Agreed Fixed Rate

per Working

Month/Day/Hour1

Home Office

Field



Signature Date

Name:

Title:

IV. APPENDICES(부록)

APPENDIX A – DESCRIPTION OF SERVICES(용역 개요)

Note: This Appendix will include the final Terms of Reference worked out by the Employer

and the Consultant during technical negotiations, dates for completion of various tasks, place

of performance for different tasks, specific tasks to be approved by the Employer, etc.

APPENDIX B - REPORTING REQUIREMENTS(보고 사항)

Note: List format, frequency, and contents of reports; persons to receive them; dates of

submission; etc. If no reports are to be submitted, state here “Not applicable.”

APPENDIX C - KEY PERSONNEL AND SUB-CONSULTANTS - HOURS OF WORK

FOR KEY PERSONNEL

(핵심인력 및 하도급 컨설턴트 – 핵심인력의 근무시간)

Note: List under:

C-1 Titles [and names, if already available], detailed job descriptions and minimum

qualifications of Key foreign Personnel to be assigned to work in the Government’s

country, and staff-months for each.

C-2 Same information as C-1 for Key local Personnel.

C-3 Same as C-1 for Key Personnel to be assigned to work outside the Government’s

country.

C-4 List of approved Sub-Consultants (if already available); same information with

respect to their Personnel as in C-1 through C-3.

List here the hours of work for Key Personnel; travel time to and from the country of the

Government for Foreign Personnel (Clause GCC 4.4(a)); entitlement, if any, to overtime pay,

sick leave pay, vacation leave pay, etc.

APPENDIX D – SUMMARY OF COST ESTIMATES(비용분석 요약)

Item

Costs

Remarks Foreign

Currency

Portion

Local

Currency

Portion

Sub Total

Remuneration

Out-of-Pocket

Expenses

Total

Note: Provide the summary of cost estimates in the currency pursuant to Clause GCC 6.3 and

Clause SCC 6.3.

1. Remuneration:

(a) Monthly rates for Foreign Personnel (Key Personnel and other Personnel)

(b) Monthly rates for Local Personnel (other Personnel).

2. Out-of-pocket expenses (items that are not applicable should be deleted; others may be

added):

(a) Per diem allowances for each of the Foreign or Local Personnel for every day

in which such Personnel shall be absent from his home office and shall be

outside the Employer’s country.

(b) Air transport for Foreign Personnel:

(i) the cost of international transportation of the foreign Personnel by the

most appropriate means of transport and the most direct practicable

route to and from the Consultants’ home office; in the case of air travel,

this shall be by less than first class;

(ii) for any foreign Personnel spending twenty-four (24) consecutive months

or more in the Employer’s country, one extra round trip will be

reimbursed for every twenty-four (24) months of assignment in the

Employer’s country. Such Personnel will be entitled to such extra round

trip only if upon their return to the Employer’s country, such Personnel

are scheduled to serve for the purposes of the Project for a further period

of not less than six (6) consecutive months.

(c) Air transport for dependents: the cost of transportation to and from the

Employer’s country of eligible dependents who shall be the spouse and not

more than two (2) unmarried dependent children under eighteen (18) years of

age of those of the Foreign Personnel assigned to resident duty in the

Employer’s country for the purpose of the Services for periods of six (6)

consecutive months or longer, provided that the stay of such dependents in the

Employer’s country shall have been for not less than three (3) consecutive

months duration. If the assignment period for resident staff of the Foreign

Personnel will be thirty (30) months or more, one extra economy class air trip

for their eligible dependents for every twenty-four (24)-month assignment will

be reimbursed.

(d) Miscellaneous travel expenses

(i) for the air travel of each of the Foreign Personnel, and each eligible

dependent, the cost of excess baggage up to twenty (20) kilograms per

person, or the equivalent in cost of unaccompanied baggage or air

freight;

(ii) the fixed unit price per round trip for miscellaneous travel expenses such

as the cost of transportation to and from airports, airport taxes, passport,

visas, travel permits, vaccinations, etc.

(e) International communications: the cost of communications (other than those

arising in the Employer’s country) reasonably required by the Consultant for

the purposes of the Services.

(f) The cost of printing, reproducing and shipping of the documents, reports,

drawings, etc.

(g) The cost of acquisition, shipment and handling of the following equipment,

instruments, materials and supplies required for the Services, to be imported

by the Consultants and to be paid for by the Employer (including transportation

to the Employer’s country).

(h) The cost of transport of personal effects.

(i) The rate for the programming and use of, and communication between, the

computers for the purpose of the Services.

(j) The cost of laboratory tests on materials, model tests and other technical

services authorized or requested by the Employer.

(k) The cost of any subcontract required for the Services and approved in writing

by the Employer.

(l) The cost of training of the Employer’s personnel outside the Employer’s

country, if training is a major component of the assignment, specified as such in

the TOR.

(m) The cost of such further items not covered in the foregoing but which may be

required by the Consultants for the purpose of the Services, subject to the

prior authorization in writing by the Employer.

APPENDIX E - DUTIES OF THE EMPLOYER(발주자 의무)

Note: List under:

F-1 Services, facilities and property to be made available to the Consultant by the Employer.

F-2 Professional and support counterpart personnel to be made available to the Consultant

by the Employer.

APPENDIX F – SAMPLE FORM OF ADVANCE PAYMENTS GUARANTEE

(선급금보증서 양식 예문)

Note: See Clause GCC 6.4(a) and Clause SCC 6.4(a).

Bank Guarantee for Advance Payment

_____________________________ [Bank’s Name, and Address of Issuing Branch or Office]

Beneficiary: ________________ [Name and Address of Employer]

Date: ________________

ADVANCE PAYMENT GUARANTEE No.: _________________

We have been informed that ____________ [name of Consulting Firm] (hereinafter called

"the Consultants") has entered into Contract No. _____________ [reference number of the

contract] dated ____________ with you, for the provision of __________________ [brief

description of Services] (hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract, an advance

payment in the sum of ___________ [amount in figures] ( )

[amount in words] is to be made against an advance payment guarantee.

At the request of the Consultants, we _______________ [name of Bank] hereby irrevocably

undertake to pay you any sum or sums not exceeding in total an amount of ___________

[amount in figures] ( ) [amount in words]1 upon receipt by us of

your first demand in writing accompanied by a written statement stating that the Consultants

are in breach of their obligation under the Contract because the Consultants have used the

advance payment for purposes other than toward providing the Services under the Contract.

It is a condition for any claim and payment under this guarantee to be made that the advance

payment referred to above must have been received by the Consultants on their account

number ___________ at _________________ [name and address of Bank].

1 The Guarantor shall insert an amount representing the amount of the advance payment and denominated either in the currency(ies) of the advance payment as specified in the Contract, or in a freely convertible currency acceptable to the Employer.

The maximum amount of this guarantee shall be progressively reduced by the amount of the

advance payment repaid by the Consultants as indicated in copies of certified monthly

statements which shall be presented to us. This guarantee shall expire, at the latest, upon our

receipt of the monthly payment certificate indicating that the Consultants have made full

repayment of the amount of the advance payment, or on the __ day of ___________, 2___,2

whichever is earlier. Consequently, any demand for payment under this guarantee must be

received by us at this office on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No.

458.

_____________________

[signature(s)]

Note: All italicized text is for indicative purposes only to assist in preparing this form and

shall be deleted from the final product.

2 Insert the expected expiration date. In the event of an extension of the time for completion of the Contract, the Employer would need to request an extension of this guarantee from the Guarantor. Such request must be in writing and must be made prior to the expiration date established in the guarantee. In preparing this guarantee, the Employer might consider adding the following text to the form, at the end of the penultimate paragraph: “The Guarantor agrees to a one-time extension of this guarantee for a period not to exceed [six months][one year], in response to the Employer’s written request for such extension, such request to be presented to the Guarantor before the expiry of the guarantee.”

Section 6-B

Sample Form of Contract for Consulting Services

(Lump-Sum)

(컨설팅용역계약(총액제)의 양식 예문)

Preface(서문)

This sample Contract for Consulting Services has been prepared by the

Export-Import Bank of Korea (hereinafter referred to as the “Bank”) for use by

its Project Executing Agencies (hereinafter referred to as the “Employer”) when

they hire a consulting firm (hereinafter referred to as the “Consultant”) to

provide consulting services paid on a lump-sum basis. The use of this contract is

encouraged whenever possible for contracts financed partly or wholly by the

Bank as this contract complies with the Guidelines for the Employment of

Consultants under the EDCF Loan.

The Contract consists of four parts: the Form of Contract, the General

Conditions of Contract, the Special Conditions of Contract, and the Appendices.

Parties using this sample Contract for services financed by the Bank should note

that the General Conditions must not be modified. Any adjustment to meet the

Project features should be made only in the Special Conditions, as specified in

the notes in italic provided for the individual cases.

Lump-Sum contracts are normally used when definition of the tasks to be

performed is clear and unambiguous, when the commercial risk taken by the

Consultant are relatively low, and when therefore such Consultant are prepared

to perform the assignment for an agreed predetermined lump-sum price. Such

price is arrived at on the basis of inputs - including rates - provided by the

Consultant. The Employer agrees to pay the Consultant according to a schedule

of payments linked to the delivery of certain outputs, for example reports. A

major advantage of the lump-sum contract is the simplicity of its administration,

the Employer having only to be satisfied with the outputs without monitoring

the staff inputs. Studies are usually carried out on a lump-sum basis: for

example, surveys, master plans, economic, sector, simple feasibility and

engineering studies, and detailed design.

Table of Contents(목차)

I. Form of Contract

계약서 양식

II. General Conditions of Contract

계약 일반조건

1. General Provisions

일반조항

2. Commencement, Completion, Modification and

Termination of Contract

과업의 착수, 준공, 변경 및 계약의 중지

3. Obligations of the Consultant

컨설턴트의 의무

4. Consultant’s Personnel

컨설턴트의 인력

5. Obligations of the Employer

발주자의 의무

6. Payments to the Consultant

컨설턴트 대가 지급

7. Good Faith

신뢰성

8. Settlement of Disputes

분쟁의 해결

III. Special Conditions of Contract

계약 특수조건

IV. Appendices

부록

APPENDIX A - DESCRIPTION OF SERVICES

용역 개요

APPENDIX B - REPORTING REQUIREMENTS

보고 사항

APPENDIX C - KEY PERSONNEL AND

SUB-CONSULTANTS

핵심인력 및 하도급 컨설턴트

APPENDIX D - SUMMARY OF COST ESTIMATES

비용분석 요약

APPENDIX E - BREAKDOWN OF REMUNERATION

AND OUT-OF-POCKET EXPENSES

보수 및 현금지급경비 명세서

APPENDIX F - SERVICES AND FACILITIES

PROVIDED BY THE EMPLOYER

발주자가 제공하는 시설 및 서비스

APPENDIX G - SAMPLE FORM OF ADVANCE

PAYMENT GUARANTEE

선급금 보증서 양식 예문

Contract for Consulting Services

Lump-Sum

(총액제 컨설팅용역의 계약)

between

_________________________________

[Name of the Employer]

And

_________________________________

[Name of the Consultant]

Dated: __________________________

I. Form of Contract

Lump-Sum

(총액제 계약서 양식)

[Texts in brackets [ ] are optional; all notes should be deleted in the final text.]

This CONTRACT for the Consulting Services (hereinafter referred to as the “Contract”) was

made and entered into this [date]th day of [month], [year], between, on the one hand, [name

of the Employer] of [name of the Employer’s country], with its registered principal office at

[address of the Employer], (hereinafter referred to as the “Employer”) and, on the other hand,

[name of the Consultant] of [name of the Consultant’s country], with its registered principal

office at [address of the Consultant] (hereinafter referred to as the “Consultant”). The

Employer and the Consultant shall hereinafter be referred to individually as a “Party” and

collectively as the “Parties.”

WITNESSETH:

WHEREAS, the Employer has requested the Consultant to provide certain consulting

services as defined in this Contract (hereinafter referred to as the “Services”);

WHEREAS, the Consultant, having represented to the Employer that it has the required

professional skills, and personal and technical resources, has agreed to provide the Services

on the terms and conditions set forth in this Contract;

WHEREAS, the [Name of Borrower] (hereinafter referred to as the “Borrower”) has received

(or in appropriate cases, “has applied for”) a loan from the Export-Import Bank of Korea

(hereinafter referred to as the “Bank”) from the resources of the Economic Development

Cooperation Fund (hereinafter referred to as the "EDCF") of the Republic of Korea in the

amount of [•] [loan amount] toward the cost of the [Name of the Project] (hereinafter referred

to as the “Project”), and intends to apply a portion of the proceeds of this loan to payments

under the Contract; and

WHEREAS, the terms and conditions of the Contract and payments by the Bank, therefore,

shall be subject in all respects to the terms and conditions of the Loan Agreement, including

the Guidelines for the Employment of Consultants under the EDCF Loan. Except as the Bank

may specially otherwise agree, no party other than the Borrower shall derive any rights from

the Loan Agreement or have any claim to the loan proceeds;

NOW, THEREFORE, the Parties hereto hereby agree as follows:

1. The following documents attached hereto shall be deemed to constitute an integral part

of this Contract:

(a) The General Conditions of Contract;

(b) The Special Conditions of Contract; and

(c) The following Appendices:

Appendix A: Description of Services

Appendix B: Reporting Requirements

Appendix C: Key Personnel and Sub-Consultants

Appendix D: Summary of Cost Estimates

Appendix E: Breakdown of Remuneration and Out-of-Pocket Expenses

Appendix F: Services and Facilities Provided by the Employer

Appendix G: Sample Form of Advanced Payment Guarantee

2. The mutual rights and obligations of the Employer and the Consultant shall be as set

forth in the Contract, in particular:

(a) the Consultant shall carry out the Services in accordance with the provisions in the

Contract; and

(b) the Employer shall make payments to the Consultant in accordance with the

provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto, each acting through its duly authorized

representative, have caused this Contract to be signed in their respective names, as of the day

and year first above written.

For and on behalf of [name of the Employer] of [name of the Employer’s country]

___________________________________________


For and on behalf of [name of the Consultant] of [name of the Consultant’s country]

___________________________________________


II. General Conditions of Contract(계약일반조건)

1. General provisions(일반조항)

1.1 Definitions

Unless the context otherwise requires, the following terms whenever used in this

Contract have the following meanings:

(a) “Applicable Law” means the laws and any other instruments having the force of

law in the Government’s country, or in such other country as may be specified in

the Special Conditions of Contract, as they may be issued and in force from time

to time.

(b) The “Bank” means the Export-Import Bank of Korea which has been entrusted

by the Government of the Republic of Korea with the operation and management

of the Economic Development Cooperation Fund.

(c) “Consultant” means any private or public entity that will provide the Services to

the Employer under the Contract.

(d) “Contract” means the Contract signed by the Parties and all the attached

documents listed in its Clause 1, that is these General Conditions of Contract, the

Special Conditions of Contract, and the Appendices.

(e) “Contract Price” means the price to be paid for the performance of the Services, in

accordance with Clause 6.

(f) “day” means calendar day.

(g) “Effective Date” means the date on which this Contract comes into force and

effect pursuant to Clause GCC 2.1.

(h) “Foreign Currency” means any currency other than the currency of the

Employer’s country.

(i) “GCC” means these General Conditions of Contract.

(j) “Government” means the Government of the Employer’s country.

(k) “Party” means the Employer or the Consultant, as the case may be, and “Parties”

means both of them.

(l) “Personnel” means qualified persons hired by the Consultant or by any Sub-

Consultants and assigned to the performance of the Services or any part thereof.

(m) “SCC” means the Special Conditions of Contract by which the GCC may be

amended or supplemented.

(n) “Services” means the work to be performed by the Consultant pursuant to this

Contract, as described in Appendix A hereto.

(o) “Sub-Consultants” means any qualified person or entity to whom/which the

Consultant subcontracts any part of the Services subject to the approval by the

Employer and for whom/which the Consultant is fully responsible.

(p) “Third Party” means any qualified person or entity other than the Government, the

Employer, the Consultant or a Sub-Consultant.

(q) “In Writing” means communicated in written form with proof of receipt.

1.2 Relationship between the Parties

Nothing contained herein shall be construed as establishing a relationship of master

and servant or of principal and agent between the Employer and the Consultant. The

Consultant, subject to this Contract, has complete charge of Personnel and Sub-

Consultants, if any, performing the Services and shall be fully responsible for the

Services performed by them or on their behalf hereunder.

1.3 Law Governing Contract

This Contract, its meaning and interpretation, and the relation between the Parties

shall be governed by the Applicable Law.

1.4 Language

This Contract has been executed in the English language, which shall be the binding

and controlling language for all matters relating to the meaning or interpretation of

this Contract. Furthermore, all reports and correspondence required during the

implementation of the Services shall be in English.

1.5 Headings

The headings shall not limit, alter or affect the meaning of this Contract.

1.6 Notices

1.6.1 Any notice, request or consent required or permitted to be given or made

pursuant to this Contract shall be in writing. Any such notice, request or

consent shall be deemed to have been given or made when delivered by in

person, mail or cable to the authorized representative of the Party to which it is

required to be given or made at such Party’s address, or at such other address

as either Party may specify in the SCC.

1.6.2 A Party may change its address for notice hereunder by giving the other Party

in writing of such change to the address in the SCC.

1.7 Location

The Services shall be performed at such locations as are specified in Appendix A

hereto and, where the location of a particular task is not so specified, at such locations,

whether in the Employer’s country or elsewhere, as the Employer may approve.

1.8 Authority of Member in Charge

In case the Consultant consists of a joint venture of more than one entity, the

Members hereby authorize the entity specified in the SCC to act on their behalf in

exercising all the Consultant’s rights and obligations towards the Employer under this

Contract, including without limitation the receiving of instructions and payments from

the Employer.

1.9 Authorized Representatives

Any action required or permitted to be taken, and any document required or permitted

to be executed under this Contract by the Employer or the Consultant may be taken or

executed by the officials, as specified in the SCC.

1.10 Taxes and Duties

All taxes, duties and levies imposed on the Services in the Government of the

Employer provided by the Consultant for the implementation of the Services shall be

either exempted or borne by the Employer, as specified in the SCC.

1.11 Fraud and Corruption

It is the Bank’s policy to require that Borrowers (including beneficiaries of the Bank

loans), as well as Consultants under the EDCF-financed contracts, observe the highest

standard of ethics during the selection and execution of such contracts. In pursuance

of this policy, the Bank:

(a) defines, for the purpose of this provision, the terms set forth below as follows:

(i) “corrupt practice” means the offering, giving, receiving, or soliciting of,

directly or indirectly, any thing of value to influence the action of a public

official in the selection process or in contract execution; and

(ii) “fraudulent practice” means a misrepresentation or omission of facts in order

to influence a selection process or the execution of a contract;

(b) will cancel the portion of the loan allocated to a contract if it determines at any

time that representatives of the Employer or of a beneficiary of the loan were

engaged in corrupt or fraudulent practices in competing for the contract in

question or the execution of that contract, without the Employer having taken

timely and appropriate action satisfactory to the Bank to remedy the situation; and

(c) shall declare a Consultant ineligible, for a period determined by the Bank, to be

awarded a contract financed by an EDCF loan if it at any time determines that the

Consultant has engaged in corrupt or fraudulent practices in competing for, or in

executing, a contract financed by an EDCF loan.

2. Commencement, Completion, Modification and Termination of the Contract

(과업착수, 준공, 변경 및 계약의 중지)

2.1 Effectiveness of the Contract

This Contract shall come into force and effect on the date the Contract is signed by

the Parties or such later date as may be stated in the SCC. The date the Contract

comes into force and effect is defined as the Effective Date.

2.2 Commencement of Services

This Consultant shall begin carrying out the Services not later than the number of

days after the Effective Date specified in the SCC.

2.3 Expiration of Contract

Unless terminated earlier pursuant to Clause GCC 2.7 hereof, this Contract shall

expire at the end of such time period after the number of days from the Effective Date

as specified in the SCC.

2.4 Entire Agreement

This Contract contains all covenants, stipulations and provisions agreed by the Parties.

No agent or representative of either Party has authority to make, and the Parties shall

not be bound by or be liable for, any statement, representation, promise or agreement

not set forth herein.

2.5 Modifications or Variations

(a) Any modification or variation of the terms and conditions of this Contract,

including any modification or variation of the scope of the Services, may only be

made by a written agreement between the Parties. However, each Party shall give

due consideration to any proposals for modification or variation made by the other

Party.

(b) In cases of any substantial modifications or variations, the prior written consent of

the Bank is required.

2.6 Force Majeure

2.6.1 Definition

(a) For the purpose of this Contract, “Force Majeure” means an event which is

beyond the reasonable control of a Party, is not foreseeable, and which

makes a Party’s performance of its obligations hereunder impossible or so

impractical as reasonably to be considered impossible in the circumstances,

and includes, but is not limited to, war riots, civil disorder, earthquake, fire,

explosion, storm, flood or other adverse weather conditions, strikes,

lockouts or other industrial action (except where such strikes, lockouts or

other industrial action are within the power of the Party invoking Force

Majeure to prevent), confiscation or any other action by Government

agencies.

(b) Force Majeure shall not include (i) any event which is caused by the

negligence or intentional action of a Party or such Party’s Sub-Consultant

or agents or employees, nor (ii) any event which a diligent Party could

reasonably have been expected both to take into account at the time of the

conclusion of this Contract, and avoid or overcome in carrying out its

obligations hereunder.

(c) Force Majeure shall not include insufficiency of funds or failure to make

any payment required hereunder.

2.6.2 No Breach of Contract

The failure of a Party to fulfill any of its obligations hereunder shall not be

considered to be a breach of this Contract insofar as such inability arises from

an event of Force Majeure, provided that the Party affected by such an event

(a) has taken all reasonable precautions, due care and reasonable alternative

measures in order to carry out the terms and conditions of this Contract, and (b)

has informed the other Party as soon as possible about the occurrence of such

an event.

2.6.3 Extension of Time

Any period within which a Party shall, pursuant to this Contract, complete any

action or task, shall be extended for a period equal to the time during which

such Party was unable to perform such action as a result of Force Majeure.

2.6.4 Payments

During the period of their inability to perform the Services as a result of an

event of Force Majeure, the Consultant shall be entitled to continue to be paid

under the terms of this Contract, as well as to be reimbursed for additional

costs reasonably and necessarily incurred by them during such period for the

purposes of the Services and in reactivating the Service after the end of such

period.

2.7 Suspension

2.7.1 The Employer may, by written notice of suspension to the Consultant, suspend

all payments to the Consultant hereunder if the Consultant fails to perform any

of its obligations under this Contract, including the carrying out of the

Services, provided that such notice of suspension (i) shall specify the nature of

the failure, and (ii) shall request the Consultant to remedy such failure within a

period not exceeding thirty (30) calendar days after receipt by the Consultant

of such notice of suspension.

2.8 Termination

This Contract may be terminated by either Party as per provisions set up

below:

2.8.1 By the Employer

The Employer may terminate this Contract in case of the occurrence of any of

the events specified in paragraph (a) through (i) of this clause GCC 2.7.1. In

such an occurrence, the Employer shall give a not less than thirty (30) days’

prior written notice of termination to the Consultant, and sixty (60) days’ in

case of the event referred to in (i).

(a) If the Consultant fails to remedy a failure in the performance of its

obligations hereunder, as specified in a notice of suspension pursuant to

Clause GCC 2.7.

(b) If the Consultant fails to remedy a failure in the performance of its

obligations under the Contract, within thirty (30) days after being notified

or within such further period as the Employer may have subsequently

approved in writing.

(c) If the Consultant becomes insolvent or bankrupt or enters into any

agreements with their creditors for relief of debt or takes advantage of any

law for the benefit of debtors or goes into liquidation or receivership

whether compulsory or voluntary.

(d) If the Consultant, in the judgment of the Employer, has engaged in corrupt

or fraudulent practices in competing for or in executing the Contract

.

(e) If the Consultant submits to the Employer a false statement which has

material effect on the rights, obligations or interests of the Employer.

(f) If the Consultant fails to comply with any final decision reached as a result

of arbitration proceedings pursuant to Clause GCC 8 hereof.

(g) If, as the result of Force Majeure, the Consultant is unable to perform a


(h) If the Loan Agreement has been terminated or the Bank has suspended

disbursements under the Loan Agreement.

(i) If the Employer, in its sole discretion and for any reason whatsoever,

decides to terminate this Contract.

2.8.2 By the Consultant

The Consultant may terminate this Contract, by not less than thirty (30) days’

prior notice to the Employer, in case of the occurrence of any of the events

specified in paragraphs (a) through (d) of this Clause GCC 2.7.2.

(a) If the Employer fails to pay any money due to the Consultant pursuant to

this Contract and not subject to dispute pursuant to Clause GCC 8 hereof

within forty-five (45) days after receiving a written notice from the

Consultant that such payment is overdue.

(b) If, as the result of Force Majeure, the Consultant is unable to perform a


(c) If the Employer fails to comply with any final decision reached as a result

of arbitration pursuant to Clause GCC 8 hereof.

(d) If the Employer is in material breach of its obligations pursuant to this

Contract and has not remedied the same within forty-five (45) days (or

such longer period as the Consultant may have subsequently approved in

writing) following the receipt by the Employer of the Consultant’s notice

specifying such breach.

2.8.3 Payment upon Termination

Upon termination of this Contract pursuant to Clauses GCC 2.7.1 or 2.7.2

hereof, the Employer shall make the following payments to the Consultant:

(a) payment pursuant to Clause GCC 6 for Services satisfactorily performed

prior to the effective date of termination;

(b) except in the case of termination pursuant to paragraphs (a) through (e), of

Clause GCC 2.7.1 hereof, reimbursement of any reasonable cost incidental

to the prompt and orderly termination of this Contract including the cost of

the return travel of the Personnel and their eligible dependents; and

(c) in the event that the Consultant is found to be in breach of the Bank’s

Fraud and Corruption requirement, there shall be no payment or

reimbursement in respect of any fraudulent, corrupt, collusive or coercive

practices performed by the Consultant.

2.8.4 Disputes about Events of Termination

If either Party disputes whether an event specified in paragraphs (a) through (f)

of Clause GCC 2.7.1 or in Clause 2.7.2 hereof has occurred, such Party may,

within forty-five (45) days after receipt of notice of termination from the other

party, refer the matter to Clause GCC 8 hereof, and this Contract shall not be

terminated on account of such event except in accordance with the terms of

any resulting arbitral award.

3. Obligations of the Consultant(컨설턴트 의무사항)

3.1 General

3.1.1 Standard of Performance

The Consultant shall perform the Services and carry out their obligations

hereunder with all due diligence, efficiency and economy, in accordance with

generally accepted professional standards and practices, and shall observe

sound management practices, and employ appropriate technology and safe and

effective equipment, machinery, materials and methods. The Consultant shall

always act, in respect of any matter relating to this Contract or to the Services,

as faithful advisers to the Employer, and shall at all times support and

safeguard the Employer’s legitimate interests in any dealings with Sub-

Consultants or Third Parties.

3.1.2 Law Governing Services

The Consultant shall perform the Services in accordance with the Applicable

Law and shall take all practical steps to ensure that any Sub-Consultants, as

well as the Personnel of the Consultant and any Sub-Consultants, comply with

the Applicable Law.

3.2 Conflict of interests

The Consultant shall hold the Employer’s interests paramount, without any

consideration for future work, and strictly avoid conflict with other assignments or

their own corporate interests.

3.2.1 Consultant Not to Benefit from Commissions, Discounts, etc.

The payments to the Consultant pursuant to Clause GCC 6 shall constitute the

Consultant’s only payment in connection with this Contract or the Services,

and the Consultant shall not accept for their own benefit any trade commission,

discount, or similar payment in connection with activities pursuant to this

Contract or to the Services or in the discharge of their obligations under the

Contract, and the Consultant shall use their best efforts to ensure that its

Personnel, any Sub-Consultants, and agents of either of them similarly shall

not receive any such additional payment.

3.2.2 Consultant and Affiliates Not to be Otherwise Interested in Project

The Consultant agrees that, during the term of this Contract and after its

termination, the Consultant and any entity affiliated with the Consultant, as

well as any Sub-Consultant shall be disqualified from providing goods, works

or services (other than consulting services) resulting from or directly related to

the Consultant’s Services for the preparation or implementation of the Project.

3.2.3 Prohibition of Conflicting Activities

The Consultant shall not engage, and shall cause their Personnel as well as

their Sub-Consultants and their Personnel not to engage, either directly or

indirectly, in any business or professional activities that would represent a

conflict with the activities assigned to them under this Contract.

3.3 Confidentiality

Except with the prior written consent of the Employer, the Consultant and its

Personnel shall not at any time communicate to any person or entity any confidential

information acquired in the course of the Services, nor shall the Consultant and its

Personnel make public the recommendations formulated in the course of, or as a result

of, the Services.

3.4 Insurance to be Taken out by the Consultant

The Consultant (a) shall take out and maintain, and shall cause any Sub-Consultants

to take out and maintain, at their (or the Sub-Consultants’, as the case may be) own

cost but on terms and conditions approved by the Employer, insurance against the

risks, and for the coverage, as shall be specified in the SCC; and (b) at the Employer’s

request, shall provide evidence to the Employer showing that such insurance has been

taken out and maintained and that the current premiums have been paid. The

Employer undertakes no responsibility in respect of any life, health, accident, travel

and other insurance which may be necessary or desirable for the Personnel of or Sub-

Consultants and specialists associated with the Consultant for the purposes of the

Services, nor for any members of any family of any such person.

3.5 Consultant’s Actions Requiring the Employer’s Prior Approval

The Consultant shall obtain the Employer’s prior approval in writing before taking

any of the following actions:

(a) entering into a subcontract for the performance of any part of the Services;

(b) appointing such members of the Personnel not listed by name in Appendix B; and

(c) any other action that may be specified in the SCC.

3.6 Reporting Obligations

(a) The Consultant shall submit to the Employer the reports and documents specified

in Appendix A hereto, in the form, in the numbers and with the time periods set

forth in the said Appendix.

(b) Final reports shall be delivered in CD ROM in addition to the hard copies as

specified in the said Appendix.

(c) The Consultant shall report to the Employer promptly the occurrence of any event

or condition which might delay or prevent completion of any significant part of

the Project in accordance with the agreed schedules, and indicate what steps

should be taken to meet the situation.

3.7 Documents Prepared by the Consultant to be the Property of the Employer

(a) All plans, drawings, specifications, designs, reports, other documents and software

prepared by the Consultant under this Contract shall become and remain the

property of the Employer, and the Consultant shall, not later than upon

termination or expiration of this Contract, deliver all such documents to the

Employer, together with a detailed inventory thereof. The Employer in its sole

discretion may make such documents available to the public.

(b) The Consultant may retain a copy of such documents and software, and use such

software for their own use with the prior written approval of the Employer.

3.8 Accounting, Inspection and Auditing

The Consultant shall permit the Bank and/or persons appointed by the Bank to inspect

its accounts and records as well as those of its Sub-Consultants relating to the

performance of the Contract, and to have such accounts and records audited by

auditors appointed by the Bank if required by the Bank. The Consultant’s attention is

drawn to Clause 1.11 which provides, inter alia, that acts intended to materially

impede the exercise of the Bank’s inspection and audit rights provided for under

Clause 3.8 constitute a prohibited practice subject to contract termination (as well as

to a determination of ineligibility under the Consultant Guidelines).

3.9 Other Obligations

In addition to the obligations in Clause GCC 3.7 of this Contract, the Consultant shall

meet all the other obligations and/or responsibilities set forth in Appendix A.

4. Consultant’s Personnel(컨설턴트사의 인력)

4.1 Description of Personnel

The Consultant shall employ and provide such qualified and experienced Personnel

and Sub-Consultants as are required to carry out the Services. The titles, agreed job

descriptions, minimum qualifications, and estimated periods of engagement in

carrying out the Services of the Consultant’s Key Personnel are described in

Appendix B. The Key Personnel and Sub-Consultants listed by title as well as by

name in Appendix B are hereby approved by the Employer.

4.2 Removal and/or Replacement of Personnel

(a) Except as the Employer may otherwise agree, no changes shall be made in the

Key Personnel. If, for any reason beyond the reasonable control of the Consultant,

such as retirement, death, medical incapacity, among others, it becomes necessary

to replace any of the Key Personnel, the Consultant shall provide as a replacement

a person of equivalent or better qualifications.

(b) If the Employer finds that any of the Personnel have (i) committed serious

misconduct or have been charged with having committed a criminal action, or (ii)

have reasonable cause to be dissatisfied with the performance of any of the

Personnel, then the Consultant shall, at the Employer’s written request specifying

the grounds thereof, provide as a replacement a person with qualifications and

experience acceptable to the Employer.

(c) The Consultant shall have no claim for additional costs arising out of or incidental

to any removal and/or replacement of Personnel.

5. Obligations of the Employer(발주자 의무사항)

5.1 Assistance and Exemptions

The Employer shall use its best efforts to ensure that the Government shall provide

the Consultant such assistance and exemptions as specified in the SCC.

5.2 Services and Facilities

The Employer shall make available free of charge to the Consultant the Services and

Facilities listed under Appendix E.

6. Payments to the Consultant(컨설턴트 대가의 지급)

6.1 Lump-Sum Payment

The total payment due to the Consultant shall not exceed the Contract Price which is

an all-inclusive fixed lump-sum covering all costs required to carry out the Services

described in Appendix A. The Contract Price may only be increased above the

amount stated in Clause 6.2 if the Parties have agreed to additional payments in

accordance with Clause 2.5.

6.2 Currency of Payment

Though prices are quoted in US Dollars, the Contract Price shall be made and paid in

Korean Won, unless specified otherwise in the SCC. The conversion shall be made at

the average of the telegraphic transfer selling rates of Korean Won against US Dollar

as quoted and publicly displayed by the Bank, during the one month period from the

sixteenth (16th

) day of two calendar months prior to the month when the first

procurement contract for the consulting service is signed respectively, to the fifteenth

(15th

) day of one calendar month prior thereto.

6.3 Contract Price

(a) The price payable in Korean Won is set forth in the SCC.

(b) The price payable in any other currencies is set forth in the SCC.

6.4 Payment for Additional Services

For the purpose of determining the remuneration due for additional services as may be

agreed under Clause 2.5, a breakdown of the lump-sum price is provided in Appendix

D.

6.5 Terms and Conditions of Payment

Payments will be made to the account of the Consultant and according to the payment

schedule stated in the SCC. Unless otherwise stated in the SCC, the first payment

shall be made against the provision by the Consultant of an advance payment

guarantee for the same amount, and shall be valid for the period stated in the SCC.

Such guarantee shall be in the form set forth in Appendix F hereto, or in such other

form, as the Employer shall have approved in writing. Any other payment shall be

made after the conditions stated in the SCC for such payment have been met, and the

Consultant has submitted an invoice to the Employer specifying the amount due.

6.6 Interest on Delayed Payments

If the Employer has delayed payments beyond thirty (30) days after the due date

stated in Clause SCC 6.4, interest shall be paid to the Consultant for each day of the

delay at the rate stated in the SCC.

7. Good Faith(신뢰성)

7.1 Good Faith

The Parties undertakes to act in good faith with respect to each other’s rights under

this Contract and to adopt all reasonable measures to ensure the realization of the

objectives of this Contract.

8. Settlement of Disputes(분쟁의 해결)

8.1 Amicable Settlement

The Parties agree that the avoidance or early resolution of disputes is crucial for a

smooth execution of the Contract and the success of the Project. The Parties shall use

their best efforts to amicably settle all disputes arising out of or in connection with

this Contract or the interpretation thereof.

8.2 Dispute Resolution

Any dispute between the Parties as to matters arising pursuant to this Contract that

cannot be settled amicably within thirty (30) days after receipt by one Party of the

other Party’s request for such amicable settlement may be submitted by either Party

for settlement in accordance with the provisions specified in the SCC.

III. Special Conditions of Contract(계약 특수조건)

(Clauses in brackets { } are optional; all notes should be deleted in the final text.)

Number of

GCC Clause

Amendments of, and Supplements to, Clauses in the General

Conditions of Contract

{1.1(a)} {The words “in the Government’s country” are amended to read “in

[insert name of country].”}

Note: The Bank-financed contracts usually designate the law of the

Government’s country as the law governing the contract. If the Parties

wish to designate the law of another country, however, the Bank will not

object. In the former case, this Clause SCC 1.1(a) should be deleted; in

the latter case, the name of the respective country should be inserted in

the blank, and the square brackets should be removed.

1.6 The Addresses are:

Employer: ___________________________________________

Attention: ___________________________________________

Telephone: __________________________________________

Facsimile: ___________________________________________

E-mail: ___________________________________________

Consultant: ___________________________________________

Attention: ___________________________________________

Telephone: __________________________________________

Facsimile: ___________________________________________

E-mail: ___________________________________________

1.8 {The Member in Charge is [insert name of member]}

Note: If the Consultant consists of a joint venture/ consortium/

association of more than one entity, the name of the entity whose address

is specified in Clause SCC 1.6 should be inserted here. If the Consultant

consists only of one entity, this Clause SCC 1.8 should be deleted from the

SCC.

1.9 The Authorized Representatives:

For the Employer: ____________________________________

For the Consultant: ____________________________________

1.10 Note: While the Bank does not reimburse payments for duties and

indirect taxes levied by the Government’s country, it leaves it to the

Employer to decide whether the Consultant (i) should be exempted from

any such levies, or (ii) should be reimbursed by the Employer for any such

levies they might have to pay (or that the Employer would pay such levies

on behalf of the Consultant and the Personnel).

The Employer warrants that the Consultant, the Sub-Consultants and the

Personnel shall be exempt from (or that the Employer shall pay on behalf

of the Consultant, the Sub-Consultants and the Personnel, or shall

reimburse the Consultant, the Sub-Consultants and the Personnel for) any

indirect taxes, duties, fees, levies and other impositions imposed, under the

Applicable Law, on the Consultant, the Sub-Consultants and the Personnel

in respect of:

(a) any payments whatsoever made to the Consultant, Sub-Consultants

and the Personnel (other than nationals or permanent residents of the

Government’s country), in connection with the carrying out of the

Services;

(b) any equipment, materials and supplies brought into the

Government’s country by the Consultant or Sub-Consultants for the

purpose of carrying out the Services and which, after having been

brought into such territories, will be subsequently withdrawn there

from by them;

(c) any equipment imported for the purpose of carrying out the Services

and paid for out of funds provided by the Employer and which is

treated as property of the Employer;

(d) any property brought into the Government’s country by the

Consultant, any Sub-Consultants or the Personnel (other than

nationals or permanent residents of the Government’s country), or

the eligible dependents of such Personnel for their personal use and

which will subsequently be withdrawn there from by them upon

their respective departure from the Government’s country, provided

that:

(1) the Consultant, Sub-Consultants and Personnel, and their

eligible dependents, shall follow the usual customs procedures

of the Government’s country in importing property into the

Government’s country; and

(2) if the Consultant, Sub-Consultants or Personnel, or their

eligible dependents, do not withdraw but dispose of any

property in the Government’s country upon which customs

duties and taxes have been exempted, the Consultant, Sub-

Consultants or Personnel, as the case may be, (i) shall bear

such customs duties and taxes in conformity with the

regulations of the Government’s country, or (ii) shall reimburse

them to the Employer if they were paid by the Employer at the

time the property in question was brought into the


{2.1} {The Effective Date is [insert date].}

Note: The Effective Date may be specified by reference to the conditions

of effectiveness of the Contract, such as the approval of the Contract by

the Bank, effectiveness of the Loan Agreement, etc. If the Contract shall

come into force and effect on the date it is signed, this Clause SCC 2.1

should be deleted from the SCC.

2.2 The date for the commencement of Services is [insert date].

2.3 The time period shall be [insert time period, e.g.: twelve months].

3.4 The risks and coverage shall be as follows:

(a) Third party motor vehicle liability insurance in respect of motor

vehicles operated in the Government’s country by the Consultant or

its Personnel or any Sub-Consultants or their Personnel, with a

minimum coverage of [insert amount in US Dollars];

(b) Third party liability insurance, with a minimum coverage of [insert

amount in US Dollars];

(c) Professional liability insurance, with a minimum coverage of

[insert amount in US Dollars];

(d) Consultant’s liability and workers’ compensation insurance in

respect of the Personnel of the Consultant and of any Sub-

Consultants, in accordance with the relevant provisions of the

Applicable Law, as well as, with respect to such Personnel, any

such life, health, accident, travel or other insurance as may be

appropriate; and

(e) insurance against the loss of damage to (i) equipment purchased in

whole or in part with funds provided under this Contract, (ii) the

Consultant’s property used in the performance of the Services, and

(iii) any documents prepared by the Consultant in the performance

of the Services.

Note: Delete what is not applicable.

{3.5(c)} {The other actions are: [insert actions].}

Note: If there are no other actions, delete this Clause SCC 3.5(c).

{5.1} Note: List here any assistance or exemptions that the Employer may

provide under Clause 5.1. If there is no such assistance or exemptions,

state “not applicable.”

6.2 Note: Delete this Clause SCC 6.2 if the prices quoted shall be in US

Dollars, and all payments shall be made and paid in Korean Won.



6.3 (a) The amount in Korean Won is [insert amount]

6.3 (b) The amount in any other currencies is [insert amounts]

6.5 The account is: ________________________________________

Payments shall be made to the bank account to be designated by the

Consultant under the Direct Payment Procedure or the Commitment

Procedure stipulated by the Disbursement Procedures under the EDCF

Loan according to the following schedule:

Note: (a) the following installments are indicative only; and (b) if

applicable, detail further the nature of the report evidencing performance,

as may be required, e.g., submission of study or specific phase of study,

survey, drawings, draft bidding documents, etc., as listed in Appendix A,

Terms of reference. In the example provided, the bank guarantee for the

repayment is released when the payments have reached 50 percent of the

lump-sum price, because it is assumed that at that point, the advance has

been entirely set off against the performance of services.

(a) Twenty (20) percent of the Contract Price shall be paid on the

commencement date against the submission of a demand guarantee for

the same.

(b) Ten (10) percent of the lump-sum amount shall be paid upon

submission of the inception report.

(c) Twenty-five (25) percent of the lump-sum amount shall be paid upon

submission of the interim report.

(d) Twenty-five (25) percent of the lump-sum amount shall be paid upon

submission of the draft final report.

(e) Twenty (20) percent of the lump-sum amount shall be paid upon

approval of the final report.

(f) The bank guarantee shall be released when the total payments reach

fifty (50) percent of the Contract Price.

Note: This sample clause should be specifically drafted for each contract.

6.6 The interest rate is: [insert rate].

8.2 Disputes shall be settled by arbitration in accordance with the following

provisions:

1. Selection of Arbitrators. Each dispute submitted by a Party to

arbitration shall be heard by a sole arbitrator or an arbitration panel

composed of three arbitrators, in accordance with the following

provisions:

(a) Where the Parties agree that the dispute concerns a technical

matter, they may agree to appoint a sole arbitrator or, failing

agreement on the identity of such sole arbitrator within thirty (30)

days after receipt by the other Party of the proposal of a name for

such an appointment by the Party who initiated the proceedings,

either Party may apply to [name an appropriate international

professional body, e.g., the Federation Internationale des

Ingenieurs-Conseil (FIDIC) of Lausanne, Switzerland] for a list of

not fewer than five nominees and, on receipt of such list, the

Parties shall alternately strike names therefrom, and the last

remaining nominee on the list shall be the sole arbitrator for the

matter in dispute. If the last remaining nominee has not been

determined in this manner within sixty (60) days of the date of the

list, [insert the name of the same professional body as above]

shall appoint, upon the request of either Party and from such list or

otherwise, a sole arbitrator for the matter in dispute.

(b) Where the Parties do not agree that the dispute concerns a

technical matter, the Employer and the Consultant shall each

appoint one arbitrator, and these two arbitrators shall jointly

appoint a third arbitrator, who shall chair the arbitration panel.

If the arbitrators named by the Parties do not succeed in

appointing a third arbitrator within thirty (30) days after the

latter of the two arbitrators named by the Parties has been

appointed, the third arbitrator shall, at the request of either

Party, be appointed by [name an appropriate international

appointing authority, e.g., the Secretary General of the

Permanent Court of Arbitration, The Hague; the Secretary

General of the International Centre for Settlement of

Investment Disputes, Washington, D.C.; the International

Chamber of Commerce, Paris; etc.].

(c) If, in a dispute subject to Clause SCC 8.2.1(b), one Party fails

to appoint its arbitrator within thirty (30) days after the other

Party has appointed its arbitrator, the Party which has named an

arbitrator may apply to the [name the same appointing

authority as in Clause SCC 8.2.1(b)] to appoint a sole arbitrator

for the matter in dispute, and the arbitrator appointed pursuant

to such application shall be the sole arbitrator for that dispute.

2. Rules of Procedure. Except as stated herein, arbitration proceedings

shall be conducted in accordance with the rules of procedure for

arbitration of the United Nations Commission on International Trade

Law (UNCITRAL) as in force on the date of this Contract.

3. Substitute Arbitrators. If for any reason an arbitrator is unable to

perform his function, a substitute shall be appointed in the same

manner as the original arbitrator.

4. Nationality and Qualifications of Arbitrators. The sole arbitrator or

the third arbitrator appointed pursuant to paragraphs (a) through (c)

of Clause SCC 8.2.1 hereof shall be an internationally recognized

legal or technical expert with extensive experience in relation to the

matter in dispute and shall not be a national of the Consultant’s home

country [Note: If the Consultant consists of more than one entity,

add: or of the home country of any of their Members or Parties] or

of the Government’s country. For the purposes of this Clause,

“home country” means any of:

(a) the country of incorporation of the Consultant [Note: If the

Consultant consists of more than one entity, add: or of any of

their Members or Parties]; or

(b) the country in which the Consultant’s [or any of their

Members’ or Parties’] principal place of business is located; or

(c) the country of nationality of a majority of the Consultant’s [or

of any Members’ or Parties’] shareholders; or

(d) the country of nationality of the Sub-Consultants concerned,

where the dispute involves a subcontract.

5. Miscellaneous. In any arbitration proceeding hereunder:

(a) proceedings shall, unless otherwise agreed bgy the Parties, be

held in [select a country which is neither the Employer’s

country nor the Consultant’s country];

(b) the [type of language] language shall be the official language

for all purposes; and

(c) the decision of the sole arbitrator or of a majority of the

arbitrators (or of the third arbitrator if there is no such majority)

shall be final and binding and shall be enforceable in any court

of competent jurisdiction, and the Parties hereby waive any

objections to or claims of immunity in respect of such

enforcement.

Note: The Bank requires that contracts financed by it include choice of

law and dispute settlement provisions. the Bank feels that international

commercial arbitration as provided in the above Clause has substantial

advantages for both parties over other dispute settlement provisions, and

it strongly recommends its borrowers to use the above Clause.

Nevertheless, if the relevant provisions are clear and fair to both parties,

the Bank will not object if borrowers decide to substitute another dispute

settlement provision for the above Clause.

IV. APPENDICES(부록)

APPENDIX A – DESCRIPTION OF SERVICES(용역 개요)

Note: Give detailed descriptions of the Services to be provided, various tasks, place of

performance for various tasks, and deliverables to be provided by the Employer.

APPENDIX B – REPORTING REQUIREMENTS(보고 사항)

Note: List format, frequency, and contents of reports; persons to receive them; dates of

submission; etc.

APPENDIX C – KEY PERSONNEL AND SUB-CONSULTANTS

(핵심인력 및 하도급 컨설턴트)

Note: List under:

C-1 Titles [and names, of already available], detailed job descriptions and minimum

qualifications of Key Personnel to be assigned to work in the Government’s country

as well as the Consultant’s country, and estimated staff-months for each.

C-2 List of approved Sub-Consultants (if already available); same information with

respect to their Personnel as in C-1.

C-3 Same information as C-1 for Key Local Personnel (of the Government’s country).

APPENDIX D – SUMMARY OF COST ESTIMATES(비용분석 요약)

Item

Costs (in Korean Won)

Remarks Foreign

Currency

Portion

Local

Currency

Portion

Sub Total

Remuneration

Out-of-Pocket

Expenses

Total

Note: The same Summary of Costs in Section 4 of this RFP, which may be further negotiated

and finalized, shall be included in this Appendix. The costs shall be stated in Korean Won.

APPENDIX E – BREAKDOWN OF REMUNERATION AND OUT-OF-POCKET

EXPENSES

(보수 및 현금지급경비 명세서)

Note: List here the elements of the costs (separately in Foreign and Local Currency portions)

used to arrive at the breakdown of the lump-sum Contract Price, including monthly rates for

Personnel (Key Personnel and other Personnel) and the details of the Out-of-Pocket

Expenses. This appendix will exclusively be used for determining remuneration and out-of-

pocket expenses for the Additional Services set forth Clause GCC 6.3 of this Contract.

APPENDIX F – SERVICES AND FACILITIES PROVIDED BY THE EMPLOYER

(발주자가 제공하는 시설 및 서비스)

Note: List here the services and facilities to be made available to the Consultant by the

Employer.

APPENDIX G – SAMPLE FORM OF ADVANCE PAYMENT GUARANTEE

(선급금 보증서 양식 예문)

Note: See Clause GCC 6.4.

Bank Guarantee for Advance Payment

___________________________ [Bank’s Name, and Address of Issuing Branch or Office]

Beneficiary: _________________ [Name and Address of the Employer] (hereinafter referred

to as the “Employer”)

Date: _________________

ADVANCE PAYMENT GUARANTEE No.: _________________

We have been informed that ____________ [name of Consulting Firm] (hereinafter called

“the Consultant”) has entered into Contract No. [insert reference number of the Contract]

dated [insert date] with you, for the provision of the Consulting Services (hereinafter called

the “Services”) for the _______________ [Name of the Project] (hereinafter called “the

Contract”).

Furthermore, we understand that, according to the conditions of the Contract, an advance

payment in the sum of __________ [amount in figures] (___________) ([amount in words])

is to be made against an advance payment guarantee.

At the request of the Consultant, we __________ [name of Bank] hereby irrevocably

undertake to pay you any sum or sums not exceeding in total an amount of _________

[amount in figures] (_________) ([amount in words]1 upon receipt by us of your first

demand in writing accompanied by a written statement stating that the Consultant is in breach

of their obligation under the Contract because the Consultant have used the advance payment

for the purposes of other than toward providing the Services under the Contract.

It is a condition for any claim and payment under this guarantee to be made that the advance

payment referred to above must have been received by the Consultant on their account

number _______________ at [name and address of Bank].

The maximum amount of this guarantee shall be progressively reduced by the amount of the

advance payment repaid by the Consultant as indicated in copies of certified monthly

statements which shall be presented to us. This guarantee shall expire, at the latest, upon our

receipt of the monthly repayment certificate indicating that the Consultant has made full

repayment of the amount of the advance payment, or on the __ day of _______, 200_,2

1 The Guarantor shall insert an amount representing the amount of the advance payment and denominated either in the currency(ies) of the advance payment as specified in the Contract, or in a freely convertible currency acceptable to the Employer.

2 Insert the expected expiration date. In the event of an extension of the time for completion of the Contract, the Employer would need to request an extension of this guarantee from the Guarantor. Such request must be in writing and must be made prior to the expiration date established in the

whichever is earlier. Consequently, any demand for payment under this guarantee must be

received by us at this office on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No.

458.

____________________

[signature(s)]

Note: All italicized text is for indicative purposes only to assist in preparing this form and

shall be deleted from the final product.

guarantee. In preparing this guarantee, the Employer might consider adding the following text to the form, at the end of the penultimate paragraph: “The Guarantor agrees to a one-time extension of this guarantee for a period not to exceed [six months][one year], in response to the Employer’s written request for such extension, such request to be presented to the Guarantor before the expiry of the guarantee.”